Page 105 - Albanian law on entrepreuners and companies - text with with commentary

1. Withdrawal of a share means the cancellation of the share and of corresponding
membership rights. It must be distinguished from the situation where the company acquires its
own shares. The acquisition keeps the share alive. Such an acquisition by the LLC of its own
shares is explicitly reflected by the Company Law only in two cases involving members who
are allowed to request the company to buy back their shares, Article 84 (2), n. 2, and Article
212. Such acquisition is generally allowed for LLCs, as the LLC model of the Company Law
does not apply any capital maintenance mechanisms which usually restrict the possibility of
acquisition of own shares through the company (see comments to Article 133 below for
JSCs).

2. One reason for the withdrawal established by the Statute is usually to get rid of a
member who becomes unacceptable to the others or to the company, without entering the
procedure of Article 102. This is legitimate here with respect to the personal structure of the
LLC as long as the Statute provisions are sufficiently precise in designing the withdrawal
conditions and give the member the chance to state his point. Such withdrawal cannot surprise
the member in question, because the possibility is provided by the Statute which he agreed on
either as a founder or as a new member. Another reason can be to prevent outsiders from
entering the company, for example in case a creditor receives a member’s share in the course
of an execution or insolvency procedure (regarding the member, not the company!).

TITLE IV
COMPANY ORGANS

Comments:

Limited liability companies are exempted from any ‘board structures’. In order to
respond to the smaller size and the more ‘personal’ character of relations between members,
the Law requires just the General Meeting and Managing Directors, Articles 81 and 95.

CHAPTER I
GENERAL MEETING

Article 81
Rights and Duties
(1) The General Meeting shall decide on the following company matters:
a) setting the business policies;
b) amendments to the Statute;
c) election and dismissal of the Managing Directors;
ç) election and dismissal of independent auditors and liquidators;
d) establishment of remunerations to persons mentioned under letters c) and ç);

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