Page 104 - Albanian law on entrepreuners and companies - text with with commentary

Some stakeholders in the 2011-2012 review of the Company Law were concerned to
clarify Article 77 of Law No. 9901 which governs the prohibited payment of dividend a
limited liability company makes to its members. Given that companies might avoid their
obligations under Article 77 of the Law by distributing dividends in the form of other contract
payouts with their members, Managing Directors will, therefore, have to prepare a solvency
certificate in compliance with Article 77 even when a company pays to a member an amount
under an agreement which contains terms and conditions that are not normal market
conditions.

Article 78
Personal Liability for Prohibited Distributions
(1) Managing Directors who negligently issue an incorrect solvency certificate as
of the second paragraph of Article 77 shall be personally liable to the company for the
return of the amount of the distributions.
(2) Where no solvency certificate has been issued or members knew that the
company did not satisfy the solvency conditions as of Article 77, paragraph 1 or could,
in view of evident circumstances, not have been unaware of it, members who receive
from the company a distribution shall be personally liable to the company for the return
of the amount of the distribution.

Article 79
Refunding Prohibited Payments
(1) The company's claims referred to in Article 78 may be brought according to
paragraph 3 of Article 10.
(2) The prescription term for claims deriving from paragraph 1 shall start on the
date of illegal payment.

Article 80
Withdrawal of Shares by the Company

(1) A share may be withdrawn if the Statute so allows. In this case, the Statute
shall determine the grounds and procedures for the withdrawal and any compensation
payable.
(2) A share may always be withdrawn, if the members concerned agree, unless
otherwise provided by the Statute.
(3) The member whose share has been withdrawn ceases to have any rights based
on the share from the moment of withdrawal.

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