Albania Economia
“Mario Tonucci’s Column”. The renowned lawyer and founder of Tonucci & Partners launches his dedicated space on Albania Economia with an in-depth analysis of the Fintoken Act, a forward-looking piece of legislation that places Albania at the center of international attention.
Tonucci & Partners Albania
Tonucci & Partners Albania is currently one of the most highly regarded international law firms for the quality of its legal services in Albania. The firm began operating in the country in 1995 and is recognized among the leading law firms capable of providing clients with professional services that meet the highest international standards. It has offices in Tirana, Rome, Bucharest, Milan, Padua, Prato, Trieste, Naples, and Foggia.
The law and consulting firm is listed among the Top 100 in the world according to Forbes Italy.
References
Tonucci & Partners Albania was selected by the World Bank as the exclusive advisor to the Albanian Government for the privatization of major state-owned enterprises operating in strategic sectors such as oil and gas (Armo, Alpetrol), mining (Albkrom, Albaker), and telecommunications (AMC and Albtelekom).
The firm has also actively participated in the drafting of some of Albania’s most important legislation, including the 1998 Constitution and the Albanian Customs Code.
The EU PHARE Commission and the Albanian Government selected Tonucci & Partners Albania as legal advisor and coordinator for reforms and the improvement of economic legislation in Albania. The firm supervised and coordinated a team of more than 50 international professionals, specialized in nine different areas of law, working on amendments to existing economic legislation.
The firm has also assisted, on specific matters, the Italian Embassy in Albania, the Delegation of the European Commission in Albania, and the OSCE, contributing to several projects related to legislative reforms in the country.
Clients and Services
Individuals, associations, small and medium-sized enterprises at the early stages of their international expansion, as well as large multinational corporations, financial institutions, banks, governmental organizations, and public bodies rely on the firm for professional legal assistance and advisory services related to their activities in Albania or for international transactions.
The firm provides a wide and comprehensive range of legal services in commercial and corporate law, with particular expertise in: company incorporation and shareholders’ agreements, due diligence, legal opinions, mergers and acquisitions, assistance in contract negotiation and drafting, including joint venture and cooperation agreements; energy and utilities; natural resources; environment; antitrust; telecommunications; multimedia and information technology; privacy; real estate and construction; intellectual property; labor and immigration law; tax law; administrative law, particularly in the area of public procurement and tenders; civil law; international law, as well as professional assistance regarding foreign investments in Albania and EU funds (IPA).
Tonucci & Partners Albania has consolidated experience in arbitration and litigation and is authorized to represent clients before all Albanian courts.
Active Member of International Industrial Organizations
Tonucci & Partners Albania is an active member of Confindustria Albania, the Italian Chamber of Commerce in Albania (CCIA), the Foreign Investors Association of Albania (FIAA), the American Chamber of Commerce in Albania (AmCham), and the British Albanian Chamber of Commerce and Industry (ABCCI).
The Fintoken Act: A Forward-Looking Law Placing Albania at the Center of International Attention
by Mario Tonucci
I am pleased to present the opening by Tonucci & Partners of a dedicated desk focused on an entirely innovative field, following the adoption by the Albanian Parliament of pioneering legislation that places the country at the center of international interest.
Among the recent legislative developments worthy of attention for the investment and development opportunities they offer—both today and in the near future—special mention must be made of Law No. 66/2020 “On Financial Markets Based on Distributed Ledger Technology”, commonly known as the Fintoken Act.
The main objective of the Fintoken Act is to generate economic benefits for the country through the use of Distributed Ledger Technology (DLT), while ensuring maximum investor protection through clear and comprehensive regulations.
In general terms, the Fintoken Act regulates the issuance of digital tokens and/or virtual currencies, the procedures and conditions for licensing, and the monitoring and supervision of legal entities engaged in the distribution, trading, and custody of digital tokens and virtual currencies. It also regulates the activities of Digital Token Agents, Innovative Service Providers, and automated collective investment companies.
In particular, the law defines the various types of licenses required to carry out these activities and establishes the responsibilities of the supervisory authorities overseeing licensed entities. These authorities are identified as the Albanian Financial Supervisory Authority (AFSA) and the National Agency for Information Society (NAIS).
Types of Licenses Provided by the Fintoken Act
The law provides for the following licenses:
Digital Token Agent License – issued by AFSA – for providing financial advisory and assistance services.
Centralised and Decentralised DLT Stock Exchange License – issued jointly by AFSA and NAIS – allowing operators to run a DLT-based exchange.
This license is divided into three categories:
Category A – allows trading of utility tokens, payment tokens, and asset tokens.
Category B – allows trading of FIAT money and/or virtual assets together with digital tokens, in addition to the activities permitted under Category A.
Category C – allows trading of security tokens, in addition to the activities permitted under Category B.
DLT exchanges—whether centralized or decentralized depending on the technological security measures applied—may also perform margin trading activities, as defined by the Fintoken Act.
Innovative Service Provider License – issued by NAIS – for providing innovative technological services supporting investors.
Third-Party Portfolio Custodian License – issued jointly by AFSA and NAIS.
Automated Collective Investment Company License – issued by NAIS.
Licensing Requirements
To obtain a license under the Fintoken Act, a legal entity incorporated under Albanian law must be structured as a joint-stock company, possess the minimum share capital required by the law, and meet both general conditions and specific requirements related to the requested license.
Licensing procedures must be completed within 60 calendar days from the submission of the application and the completion of the supporting documentation.
Licenses become valid from the date of approval by the relevant authority and remain valid indefinitely, unless revoked or renounced. They cannot be transferred to third parties without prior written approval from the competent authority.
Among the general obligations of license holders is the payment of annual fees to AFSA and NAIS, depending on their jurisdiction. License holders must also operate in full compliance with anti-money laundering regulations and counter-terrorism financing laws, while avoiding any potential conflicts of interest.
Once a license is granted, the holder must be registered in the relevant public registry before commencing operations.
Digital Token Offerings
Chapter IV of the Fintoken Act introduces specific regulations governing digital token and virtual currency offerings by issuers registered in Albania, thereby creating a new alternative financing source for emerging businesses—particularly those that may struggle to raise capital through traditional financial channels.
The Act regulates two main types of offerings:
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Security Token Offerings (STO)
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Initial Coin Offerings (ICO)
STOs with a total issuance value below €1 million are exempt from the obligation to publish a full prospectus.
For ICOs, a Whitepaper must be published if the total value of the offering exceeds €8 million.
Through a Digital Token Agent, the issuer must submit a request to AFSA for authorization of STO or ICO offerings. AFSA must provide a response within 60 days from the submission of the request.
Market Abuse Prevention
The Fintoken Act introduces specific provisions aimed at preventing market abuse and unlawful market manipulation.
These provisions include:
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mandatory reporting obligations
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the definition of insider information and the prohibition of insider trading
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rules addressing the unlawful disclosure of privileged information.
Sanctions include financial penalties, administrative measures such as suspension or revocation of licenses, and, where applicable, criminal penalties under the Albanian Criminal Code or other national legislation.
Taxation
The Fintoken Act explicitly states that individuals and legal entities operating under its provisions are subject to the tax system in force in the Republic of Albania.
Albania currently offers a relatively competitive tax regime, including:
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corporate tax up to 15%
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5% corporate tax for software development and production sectors
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8% tax on capital income
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20% VAT (reduced to 6% in specific sectors)
Recent Webinar on Investment Opportunities
A recent webinar organized by Tonucci & Partners brought together leading international experts to discuss “New Investment Opportunities in Albania: Cryptocurrencies, Blockchain and Financial Markets in Light of the Fintoken Act.”
The event, held in October 2020, was organized with the patronage of Confindustria Albania and in collaboration with the Italian Embassy in Tirana and the Government of the Republic of Albania.
Dedicated Blockchain and Cryptocurrency Desk
Given the strong international interest and the innovative nature of the Fintoken Act at the European level, Tonucci & Partners Albania immediately made its expertise available to interested operators by establishing a dedicated Blockchain and Cryptocurrency Desk.
The desk operates under the responsibility of Attorney Neritan Kallfa, supported by Attorney Ervin Bano.
It also benefits from the valuable collaboration of Professor Alessandro Del Ninno and Attorney Massimo Simbula, internationally recognized experts in new technologies, electronic communications, and data protection.
The Desk can be contacted via email at: tirana@tonucci.com