Page 100 - Albanian law on entrepreuners and companies - text with with commentary

liability between the decrease and the registration of the single member company. After that
the single member company is a limited liability company and the member has limited
liability for his commitments after registration. The Albanian version said “If the single
member fails to do so, he shall be personally liable for the commitments the company has
assumed”. The Albanian text meant that the liabilities for a single member might be more
onerous because the single member appeared under the previous wording to be liable even
after registering the company as a single member company. To clarify this issue and to limit
the time when the single member has this burden the amending law has amended Article 71
(1) as above.

3. It should be noted the obligation to communicate the fact that a sole member or
shareholder has remained is part of the requirements of Directive 89/667/EEC. This
amendment is fully compliance with the EU Directive.

4. The Company Law allows for the formation of single-member LLCs (see above
Comments to Article 3). This is particularly relevant for parent companies who want to set up
wholly owned subsidiaries as a device for limiting certain business risks to certain assets.
However, a single-member company may also come into existence after the company has
initially been formed by several members. This occurrence must be disclosed by a special
entry in the NBC; otherwise the privilege of limited liability will be lost, Article 71 (1), during
the time when there is a breach of the law. On the other hand, a single-member company may
easily change its status and become a multi-member company using the instrument of an
increase of capital and/or transferring shares to new members. Also this change must
obviously be reported to the Registry, Article 43 Business Registration Law. As regards the
special anti-self-dealing clause for single member companies, please, consult Comments to
Article 13.

TITLE II
SHARES AND TRANSFER OF SHARES

Article 72
Ownership of Shares
(1) Shares of a limited liability company may be owned by one or several persons.
(2) If a share belongs to several persons, these persons shall be regarded as one
member in relation to the company and they shall exercise their rights through a
common representative. They are, however, jointly and severally liable for the
commitments of membership.
(3) Several members owning one share may agree that they own this share in equal
or different parts.
(4) Company’s actions in relation to the share will have effect as against all owners
even if it was addressed to only one of them.

99