In Albania, can minority shareholders block a board decision if the notice was sent late?

Dear Sir,

Under Albanian company law, corporate bodies must be convened with proper notice, allowing shareholders to effectively exercise their rights.

Shareholders’ meeting: The law requires prior written notice within the statutory or charter-based deadline (typically at least 7 days, unless the statute provides more). A 2-day notice is generally insufficient unless:
- the statute explicitly allows it, and
- all shareholders consent or attend.

The notice: This is an important matter. How did you receive the notice? What was included?

As a 12% shareholder, you have standing.

Under Law 9901/2008, shareholders may challenge corporate decisions when:
- the meeting was irregularly convened,
- mandatory notice rules were breached,
- the decision violates the law, the statute, or shareholder rights.

This applies even if:
- the decision was adopted,
- you did not attend due to defective notice.

Don't hesitate to reach out to us if you need further assistance.

Under the Albanian law, as a shareholder, you have the right to question the validity of the board decision if procedural requirements are not property followed. Given the strategic and financial significance of this contract, we recommend a careful assesment of the meeting notice, board minutes, and the company articles of association to determine the optimal course of actions. At CLO Legal Solutions, we have extensive experience assisting minority shareholders in protecting their rights and ensuring corporate governance compliance. We can provide a full review, prepare any necessary legal actions, and, if appropriate, seel interim suspenzion of the decision to safequard you interests. Please let us know a convenient time to discuss this matter in detail so that we can advise you on the most effectice strategy. CLO Legal Solutions

Under the Albanian law, as a shareholder, you have the right to question the validity of the board decision if procedural requirements are not property followed.

Given the strategic and financial significance of this contract, we recommend a careful assesment of the meeting notice, board minutes, and the company articles of association to determine the optimal course of actions.

At CLO Legal Solutions, we have extensive experience assisting minority shareholders in protecting their rights and ensuring corporate governance compliance. We can provide a full review, prepare any necessary legal actions, and, if appropriate, seel interim suspenzion of the decision to safequard you interests.

Please let us know a convenient time to discuss this matter in detail so that we can advise you on the most effectice strategy.

CLO Legal Solutions

We cannot give a precise answer unless we have your Company Statute to clarify the actions of the general meeting.
Secondly, if this decision is related to the procedures for notifying the meeting, it can also be challenged in court.
Thirdly, regarding your question whether minority shareholders can block a board decision in Albania, this also has to do with the statutory provisions, but we cannot express it unless we have your company’s fundamental acts. However, from our understanding of Albanian legislation, we can say that it rarely happens that minority partners block the majority decision, except when this is foreseen in the decision-making in the Statute.

Under Albanian Law No. 9901/2008 On Entrepreneurs and Commercial Companies (the 'Companies Law'), the General Meeting of Shareholders shall be convened when duly called. The General Meeting may be convened by the administrator(s) or by the shareholders themselves, including minority shareholders, in accordance with the law and the company’s articles of association.

1. Convening of the General Meeting – Notice Requirements
The General Meeting must be convened by written notice, or electronic notice if expressly provided for in the company’s Articles of Association, by electronic notice (including email). Such notice must be addressed to all shareholders and must include, at a minimum:
the place of the meeting;
the date and time of the meeting; and
the agenda covering all items to be discussed and voted upon.
The notice must be dispatched no later than 7 (seven) days prior to the scheduled date of the General Meeting.

2. Consequences of Irregular Convening
Where the General Meeting of Shareholders has not been convened in accordance with the statutory requirements set out above, it may validly adopt resolutions only if all shareholders unanimously agree to take decisions notwithstanding such procedural irregularity.
Accordingly, where a shareholder has been convened late—that is, with less than the mandatory seven-day notice period—the shareholder’s right to vote is infringed, and the meeting has not been validly convened. The Companies Law provides that such procedural defects may be cured only if the affected shareholder: attends the meeting; and expressly or implicitly agrees to proceed with the meeting despite the irregularity (including by voting). Based on the facts provided, you did not attend the meeting due to the late notice. As a result, the procedural irregularity was not remedied, and the resolution adopted is procedurally invalid.

3. Adoption of a Resolution in the Absence of a Shareholder
You further indicate that the meeting approved a major supplier contract. By its nature and value, such a contract typically constitutes a material transaction, requiring approval by a qualified majority (at least 50% + 1 of the voting rights of the shareholders present, unless the Articles of Association requires a higher threshold).
The key legal issue is whether the quorum and majority requirements were lawfully met in your absence. If you had been validly and timely notified, and your absence resulted from your own negligence (e.g., failure to review email or correspondence), the resolution would remain valid, provided quorum and majority thresholds were met. However, where the notice was not issued in compliance with statutory requirements, your absence cannot be attributed to negligence, and the resolution cannot be deemed valid, irrespective of whether the remaining shareholders met the voting threshold.
In short, proper notice is a condition precedent to valid decision-making. Where that condition is not satisfied, the resolution is tainted by procedural unlawfulness.

4. Remedies and Deadlines
Any challenge to such a resolution must be brought before the competent Albanian court by way of: an action seeking a declaration that the resolution is invalid or unenforceable due to infringement of the shareholder’s voting rights; and/or a claim for damages, where a quantifiable loss has been suffered as a result of the unlawful deprivation of voting rights.
The right to bring such claims is subject to a statute of limitations of 3 (three) years, commencing from the date on which the infringement of the voting right occurred.
This legal opinion is of a preliminary and non-binding nature and has been issued solely on the basis of the general provisions of Albanian Law No. 9901/2008 On Entrepreneurs and Commercial Companies, as in force at the date hereof.
A more detailed, definitive and transaction-specific assessment would require a full review of the company’s Articles of Association, as such document may contain specific rules on notice periods, quorum, voting thresholds, enhanced majority requirements, or contractual limitations affecting the exercise of shareholders’ rights, including those attached to your 12% shareholding in the company’s share capital.
Accordingly, this opinion should not be construed as final legal advice, and no reliance should be placed upon it without further analysis of the company’s constitutional documents (bylaws). We remain available if you choose to have a direct approach to court.

Under Albanian Law No. 9901/2008 On Entrepreneurs and Commercial Companies (the “Companies Law”), the General Meeting of Shareholders shall be convened whenever it is duly called. The General Meeting may be convened either by the administrator(s) or by the shareholders themselves, including minority shareholders, in accordance with the law and the company’s articles of association.

1. Convening of the General Meeting – Notice Requirements
The General Meeting must be convened by written notice, or if expressly provided for in the company’s Articles of Association, by electronic notice (including email). Such notice must be addressed to all shareholders and must include, at a minimum: the place of the meeting; the date and time of the meeting; and the agenda covering all items to be discussed and voted upon.
The notice must be dispatched no later than 7 (seven) days prior to the scheduled date of the General Meeting.

2. Consequences of Irregular Convening
Where the General Meeting of Shareholders has not been convened in accordance with the statutory requirements set out above, it may validly adopt resolutions only if all shareholders unanimously agree to take decisions notwithstanding such procedural irregularity.
Accordingly, where a shareholder has been convened late—that is, with less than the mandatory seven-day notice period—the shareholder’s right to vote is infringed, and the meeting has not been validly convened. The Companies Law provides that such procedural defects may be cured only if the affected shareholder: attends the meeting; and expressly or implicitly agrees to proceed with the meeting despite the irregularity (including by voting). Based on the facts provided, you did not attend the meeting due to the late notice. As a result, the procedural irregularity was not remedied, and the resolution adopted is procedurally invalid.

3. Adoption of a Resolution in the Absence of a Shareholder
You further indicate that the meeting approved a major supplier contract. By its nature and value, such a contract typically constitutes a material transaction, requiring approval by a qualified majority (at least 50% + 1 of the voting rights of the shareholders present, unless the Articles of Association requires a higher threshold).
The key legal issue is whether the quorum and majority requirements were lawfully met in your absence. If you had been validly and timely notified, and your absence resulted from your own negligence (e.g., failure to review email or correspondence), the resolution would remain valid, provided quorum and majority thresholds were met. However, where the notice was not issued in compliance with statutory requirements, your absence cannot be attributed to negligence, and the resolution cannot be deemed valid, irrespective of whether the remaining shareholders met the voting threshold.
In short, proper notice is a condition precedent to valid decision-making. Where that condition is not satisfied, the resolution is tainted by procedural unlawfulness.

4. Remedies and Deadlines
Any challenge to such a resolution must be brought before the competent Albanian court by way of: an action seeking a declaration that the resolution is invalid or unenforceable due to infringement of the shareholder’s voting rights; and/or a claim for damages, where a quantifiable loss has been suffered as a result of the unlawful deprivation of voting rights.
The right to bring such claims is subject to a statute of limitations of 3 (three) years, commencing from the date on which the infringement of the voting right occurred.
This legal opinion is of a preliminary and non-binding nature and has been issued solely on the basis of the general provisions of Albanian Law No. 9901/2008 On Entrepreneurs and Commercial Companies, as in force at the date hereof.
A more detailed, definitive and transaction-specific assessment would require a full review of the company’s Articles of Association, as such document may contain specific rules on notice periods, quorum, voting thresholds, enhanced majority requirements, or contractual limitations affecting the exercise of shareholders’ rights, including those attached to your 12% shareholding in the company’s share capital.

Accordingly, this opinion should not be construed as final legal advice, and no reliance should be placed upon it without further analysis of the company’s constitutional documents (bylaws). We remain available if you choose to have a direct approach to court.

The General Assembly is convened by written notice or, if provided for in the statute, by notice sent via electronic mail. The written notice or electronic message must include the place, date, time of the meeting, and the agenda, and must be sent to all partners no later than 7 days before the scheduled date of the General Assembly meeting. When the General Assembly has not been convened in accordance with point 1 of this article, it may adopt valid decisions only if all partners agree to take decisions, notwithstanding the irregularity.