Page 103 - Albanian law on entrepreuners and companies - text with with commentary

Article 75
Parts of Shares and Transfer of Parts
(1) A share may be divided into parts in case of transfer unless this is excluded by
the Statute.
(2) The provisions of Article 73 relating to the transfer of shares apply accordingly
to the transfer of parts of shares.

TITLE III
LEGAL RELATIONSHIPS BETWEEN COMPANY AND MEMBERS

Article 76
Profit Distribution
(1) Members are entitled to a share in the profit declared in the annual profit and
loss account, unless otherwise provided by the Statute.
(2) The profit shall be distributed among the members in proportion to their
shares, unless otherwise provided by the Statute.

Article 77
Restrictions on Distributions, Solvency Certificate
(1) A company may only make a distribution to its members if, after payment of
the distribution,
a) the company’s assets will fully cover its liabilities, and
b) the company will have sufficient liquid assets to make payments of its liabilities
as they fall due in the next twelve months.
(2) The Managing Directors shall issue a ‘solvency certificate’, which explicitly
confirms that the proposed distribution meets the valuation as of paragraph 1. Where
the accounts of the company indicate that the proposed distribution cannot meet the
valuation of paragraph 1, the Managing Directors may not issue the solvency certificate.
(3) The requirements of paragraphs 1 and 2 shall also apply in the event when
despite granting of necessary approvals as per Article 13 of this law. The company must
perform a payment in favour of one of its members, based on an agreement entered into
between the company and the shareholder, which provides for less favourable conditions
for the company compared to market conditions. 111
(4) The Managing Directors are responsible to the company for the correctness of
the solvency certificate to be issued according to this Article.

Comments:

111 Added by Law No. 129/2014, Article 11.
102