Acquiring an existing Albanian company can provide immediate access to contracts, employees, licences and market operations. It may also transfer liabilities that are not visible from the purchase price or the company’s public profile. A legal due diligence review should therefore be completed before signing or paying a deposit.
Corporate status and ownership
The review should confirm registration details, shareholders, beneficial ownership, administrators, corporate decisions, capital and restrictions affecting the transfer of shares. The commercial-register extract is a starting point, not a substitute for reviewing the underlying corporate documents.
Contracts and liabilities
Material customer, supplier, lease, loan and security agreements should be examined for termination, change-of-control, exclusivity and penalty clauses. Guarantees, related-party arrangements and commitments outside the ordinary course of business require particular attention.
Tax, employment and compliance
The buyer should assess tax filings and disputes, employee contracts, social contributions, licences, data protection, AML duties and sector-specific requirements. Existing non-compliance may lead to fines, claims, licence restrictions or reputational damage after completion.
Assets, disputes and enforcement
Ownership of key assets, intellectual property, real estate and equipment must be verified together with mortgages, pledges, seizures, court proceedings and enforcement matters. Operational dependence on assets owned by shareholders or third parties should be identified.
Protecting the buyer in the transaction documents
Due diligence findings should be reflected in the price, conditions precedent, warranties, indemnities, retention or escrow arrangements and post-completion obligations. Serious unresolved risks may justify restructuring or abandoning the transaction.
Alba Legal assists foreign and domestic investors with legal due diligence, transaction structuring, share-purchase agreements and completion procedures in Albania.
This article provides general information and is not legal advice for a specific acquisition.
