Sh.p.k. assembly decisions in Albania can fail at a point that seems administrative: an incomplete agenda, the wrong proxy, an unsupported email procedure or an inaccurate voting calculation. For an investor, the practical consequence may be a disputed administrator appointment, delayed financing or uncertainty about whether an instruction was authorised. A signed resolution is the end of a decision process, not a substitute for it.
This analysis concerns the general assembly of an Albanian limited liability company under Law No. 9901/2008, as amended, particularly Articles 81–90. It does not transfer the same rules to a Sh.a., a partnership or a regulated entity. The current articles of association, ownership position and any special statutory requirements must be checked before using a precedent.
1. Identify the competent organ and the actual decision
Article 81 assigns specified matters to the general assembly, including amendments to the articles, appointment and removal of administrators, financial statements, capital changes and reorganisation or dissolution. The first question is therefore what the company is deciding. A broad instruction to “approve the transaction” may conceal several separate acts requiring different approvals or follow-up documents.
Draft the operative decision before preparing the meeting. Identify its subject, relevant documents, persons appointed or authorised and any conditions. As a practical safeguard, make the final version and its attachments identifiable. This does not mean the assembly can give itself powers reserved elsewhere, or that a shareholder agreement automatically changes statutory competences.
2. Send a proper notice to every member
Article 83 requires written notice or email notice where the articles provide for it. The notice must state the place, date, time and agenda and be sent to all members no later than seven days before the scheduled meeting. Do not assume that a group message or an informal calendar invitation satisfies those requirements simply because most members saw it.
Check the addresses and preserve the notice, attachments and sending evidence. State the proposed decisions clearly enough for meaningful preparation. An agenda such as “other business” should not be treated as a safe basis for an undisclosed capital amendment. If the agenda changes, review the applicable renewed notice requirements rather than relying on an old invitation.
Article 83(2) allows valid decisions despite defective convening only if all members agree to take decisions notwithstanding the irregularity. That is not the same as the majority accepting it, and silence should not be recorded as consent. Record the specific agreement and assess the other requirements separately; curing notice does not automatically cure an unlawful substantive decision.
3. Treat minority requests as a procedure, not a favour
Article 84 allows members representing at least 5% of total votes, or a lower threshold in the articles, to request in writing, including email, that administrators convene an assembly and/or include particular matters. The request must explain reasons, objectives and the matters for decision. A clear request is easier to evaluate and preserve than an exchange of general complaints.
The article provides further rights where requests are refused or not met, including rules referring to a 15-day period and potential court action or a request for the company to purchase the quotas. Those consequences require case-specific review; they should not be converted into a universal immediate buyout entitlement. A minority member should retain the request and the company’s response, while administrators should give a documented, legally reasoned response.
4. Separate quorum from the majority needed to pass
Under Article 86, decisions requiring an ordinary majority need participation by voting members holding more than 30% of quotas. For matters requiring a qualified majority under Article 87, members holding more than half of total votes must participate in the legally recognised manner. Read this together with the articles and any voting exclusion; a person’s attendance and voting entitlement are different questions.
Article 87 normally requires three quarters of participating members’ votes for amendments to the articles, changes to registered capital, profit distribution, reorganisation and dissolution, unless the articles require a higher majority. Other Article 81 matters generally require a majority of participating votes, subject to law or the articles. These are not interchangeable with a fixed percentage of all capital.
For example, if members representing 60% of total votes validly participate in a qualified-majority matter and there are no relevant exclusions or special rules, 75% of those participating votes corresponds to 45% of total votes. That arithmetic illustrates the distinction; it is not a conclusion that any person holding 45% can act alone. Quorum, participation, the articles and the precise resolution still matter.
Article 87(3) also protects the member concerned where a decision imposes additional obligations or restricts statutory or constitutional rights, subject to the law’s exceptions. Passing a numerical majority is not the entire validity test. If quorum is absent, Article 86 provides for reconvening with the same agenda no later than 30 days; do not invent a rule that the next meeting may automatically decide with any attendance.
5. Check proxies and voting exclusions before counting
Article 85 permits representation by another member or a third person through written authorisation for one assembly, also valid for subsequent meetings with the same agenda. Company administrators cannot act as members’ proxies at the assembly. A convenient standing mandate or an administrator’s routine signing authority should not be assumed to satisfy this specific rule.
Article 89 excludes a member from voting on specified decisions concerning that member, such as assessment of their activity, extinguishing their obligation, company proceedings against them or new benefits. An authorised representative is treated as sharing the represented member’s conflict. Check the agenda item by item; record exclusions rather than counting every attendance signature as an available vote.
6. Remote participation and written unanimity are different routes
Article 88 allows the articles to provide for participation through communication methods, including electronic means, with identification safeguards. It describes live transmission, real-time two-way communication and voting mechanisms before or during the meeting. Technical measures must address identity and secure communication proportionately. A video link alone does not answer whether the company’s articles authorise the procedure.
Practical arrangements should explain how identity, participation, documents and each vote will be established, and what happens if a connection fails. These are operational safeguards, not a universal statutory specification for a particular platform or recording method. Do not collect or publish unnecessary personal data simply because the meeting is online; assess the actual recordkeeping and legal requirements.
Article 88(5) separately recognises members’ unanimous decisions where the agreement is in writing. A majority exchanging approving emails should not be labelled unanimous. Identify the complete final text accepted by every member and retain reliable evidence of that written agreement. Neither remote participation nor written unanimity removes the need to review substantive legality and applicable formalities.
7. Minutes must prove what actually happened
Article 90 requires all assembly decisions to be recorded in minutes, with administrators responsible for retaining copies. The minutes must include date and place, agenda, chair, minute-taker and voting results; the attendance list and convening act are attached. The chair and minute-taker sign. A short certificate saying only “approved unanimously” can omit essential information about the process.
Where the company has published a website, Article 90(5) requires administrators to publish a copy of the assembly minutes there no later than 15 days after the meeting. Treat this as the conditional statutory duty stated in the provision, not as a claim that every company must create a website. Review publication and data handling together without treating confidentiality preferences as automatic exemption from a legal obligation.
A sole-member company has its own important record under Article 81(3): the sole member exercises assembly powers and decisions must enter a decision register whose data cannot be altered or deleted. The law attaches invalidity consequences to unregistered decisions and protects qualifying good-faith third parties. Being the only owner does not make oral instructions a sufficient corporate record.
8. Two hypothetical decisions and the safer alternatives
In the first example, two members want a capital increase while a third is abroad. They send a short email one day before a video call and rely on a majority. Before proceeding, examine the articles, notice, remote participation and the qualified-majority rules. If notice is defective, Article 83(2) requires every member’s agreement to decide despite it. If written unanimity is chosen instead, everyone must agree in writing to the actual decision.
In the second example, an administrator who is also a member brings proxies from two investors to a meeting assessing the administrator’s own activity. The file raises both Article 85 representation and Article 89 voting questions. Repeating the vote with the same paperwork does not fix the problem. Establish lawful representation, the item-specific exclusions and the resulting decision requirements before recording an outcome.
9. Build a decision file and complete the follow-up
As a practical checklist, assemble the current articles, ownership and voting analysis, notice, supporting documents, proxies, attendance evidence, vote calculations, final minutes and attachments. Allocate responsibility for any register filing, website publication or implementation document. An assembly approval does not itself prove that every subsequent registration or external signature has occurred.
If a defect is discovered, preserve the original record and obtain advice on its effect and the appropriate corrective route. Do not backdate a notice, invent attendance or silently replace minutes. Alba Legal can review the decision process and prepare a company-specific file. General information checked on 20 October 2026; validity, remedies and deadlines require assessment of the actual documents.
