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- Merger Control Regime
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1.1 Membership of Supranational Organization
1.1.1 Is the jurisdiction a member of/party to a supranational jurisdiction?
1.1.2 Is the jurisdiction itself a supranational jurisdiction?
1.1.3 If the answer to Section 1.1.1 and/or 1.1.2 above is in the affirmative, what are the implications hereof?
2. Nature of merger control regime
2.1 Mandatory or voluntary
2.1.1 Is filing mandatory or voluntary?
Notification is mandatory if one of the thresholds is triggered.
2.2 Suspensory effect
2.2.1 Must completion of the transaction await clearance by the relevant authorities?
The completion must await clearance by the competition authority.
1. What type of transactions are caught by the merger control regime?
1.1.1 Type of transactions that are caught by the merger control rules?
A transaction is caught by the merger control rules if it brings a change of control on a lasting basis resulting from:
- the merger of two or more, or parts of, previously independent undertakings;
- the acquisition, by one or more persons already controlling at least one undertaking, or by one or more undertakings, whether by purchase of securities or assets, by contract or by any other means, of direct or indirect control of the whole or parts of one or more other undertakings; or
- direct or indirect control of one or more undertakings or parts therein.
1.2 Joint ventures
1.2.1 What types of joint ventures are caught by the merger control rules?
The establishment of a new joint company acting as an independent economic unit on a lasting basis is caught by the merger regime.
1.3 Definition of "control"
1.3.1 How are the concepts of "control" and "change of control" defined?
"Control" is defined as rights, contracts or any other means which, either separately or in combination and having regard to the considerations of fact or law involved, confer on the acquirer the possibility of exercising decisive influence on an undertaking, in particular by:
- ownership or the right to use all or part of the assets of an undertaking;
- rights or contracts which confer decisive influence on the composition, voting or decisions of the management organs of an undertaking.
1.4 Minority shareholdings
1.4.1 Are minority and other interests less than control caught by the merger control rules?
Yes, if the minority interest gives the acquirer sole or joint, de facto or de jure, control over the target.
2. Establishing jurisdiction for notification of mergers
2.2 Date for establishing jurisdiction
2.2.1 Which date is relevant for concluding whether the transaction is notifiable?
A concentration must be notified within 30 days following any of the following, whichever occurs first:
- the conclusion of an agreement;
- the acquisition of a controlling interest;
- the creation of a (qualifying) joint venture, and
- the announcement of the public bid for purchase or exchange.
2.3 General thresholds
Merger filing is needed if:
- The combined global turnover of the undertakings concerned exceeded ALL 7,000,000,000 in the last financial year, and at least one of the undertakings concerned had a turnover of at least ALL 200,000,000 in Albania in the last financial year; or
- The combined turnover of the undertakings concerned exceeded ALL 400,000,000 in Albania in the last financial year, and at least one of the undertakings concerned had a turnover of at least ALL 200,000,000 in Albania in the last financial year.
2.4 Other national thresholds for ex ante merger control (e.g. sector-specific rules)
2.5 Foreign-to-foreign mergers
2.5.1 Do any exemptions, special thresholds etc. apply to foreign-to-foreign mergers, i.e. where none of the undertakings concerned is domiciled in the jurisdiction?
Foreign-to-foreign mergers are notifiable in Albania.
3. Calculation and allocation of turnover, asset value, transaction value etc.
3.1 Relevant turnover
3.1.1 How is turnover defined (e.g. is income from other sources than "ordinary activities to be included, and how are rebates, taxes, internal turnover etc. treated)?
The turnover to be included in the calculation for the purpose of the thresholds is income generated by an undertaking’s ordinary activities after deduction of taxes directly related to income and of intra-group sales.
3.2 Relevant period for calculation of turnover
3.2.1 Which financial year(s) is relevant for the calculation of turnover?
The year relevant for the calculation of turnover is the financial year preceding the transaction.
3.3 Relevant undertakings for the calculation of turnover
3.3.1 The undertakings whose turnover is taken into account?
Turnover is calculated on group basis.
3.7 Special rules
3.7.1 Do any special rules or principles apply to the calculation, allocation etc. of turnover, assets etc. for specific undertakings (e.g. State-owned undertakings, investment funds, credit and financial institutions, insurance companies, financial holding companies, others)?
Special rules apply for the calculation of turnover of banks, credit institutions, financial entities, and insurance companies.
3.7.2 Does any exemptions apply?
Exceptions apply when credit institutions, financial entities, and insurance companies are shares for resale, while not exercising the voting rights attaching to the shares and provided that the shares are divested of within one year of acquisition.
1. Practical information
1.2 Deadlines for filing
1.2.3 What are the sanctions for not filing a notifiable transaction?
The competition authority may, by decision, impose on undertakings or associations of undertakings fines not exceeding 1% of their aggregate turnover in the preceding financial year for failure to notify a notifiable transaction.
Breach of a suspension clause is subject to fines of up to 10% of the annual turnover.
The competition authority may also order the undertakings concerned to roll back the transaction in whole or in part by the divesture of shares, termination of conclusion of contracts, transfer of licences, or other steps as deemed necessary by the authority to protect competition.
and last updated on 06-01-2021 by
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