Page 106 - Albanian law on entrepreuners and companies - text with with commentary

dh) monitoring and supervising the implementation of business policies by
Managing Directors, including preparation of the annual statement of accounts and the
performance report;
e) adoption of the annual statement of accounts and performance reports;
ë) increase and reduction of basic capital;
f) dividing shares into parts and withdrawal of shares;
g) representation of the company in court and in other proceedings against
Managing Directors;
gj) company restructuring and dissolution;
h) adoption of its own rules of procedure;
i) other matters set by law or the Statute.
(2) The General Meeting shall decide on letters e) and ë) after having obtained the
relevant documents.
(3) The rights and duties of the General Meeting in a single-member company shall
be performed by the single member. All decisions taken in this capacity shall be entered
into a decision register the data of which may not be altered nor deleted. In particular,
the following decisions must be registered:
a) adoption of annual statements of accounts and performance reports;
b) distribution of profits and coverage of losses;
c) investment decisions;
ç) company restructuring and dissolution decisions.
Any decision not registered in the decision register is deemed null and void. It shall
not affect the company’s liability to third parties unless the company proves that the
third party had knowledge of the irregularity or could, in view of evident circumstances,
not have been unaware of it.

Comments:

1. The General Meeting is a strong organ: it sets the business policies and is in charge of
monitoring and supervising its implementation by Managing Directors, Article 81 (1) a) and
dh). It elects and dismisses Managing Directors and establishes their remuneration (ë)) and
d)). It is important to note in this respect, that the right to dismiss the Managing Director at
any time by ordinary majority may not be removed by Statute or contract, Article 95 (6). Last
but not least, the General Meeting may change the Statute in order to extend its functions,
Article 81 (1), number 14, Article 87. However, the governance model used here does not
promote a ‘hierarchical’ structure at any cost but rather envisages a flexible ‘balance of
power’ between the company organs in the interest of the company. This is much more
realistic as the real distribution of power in a company depends on the distribution of shares
and on the persons which represent them.
The default model of the Law requires much cooperation between the General Meeting
and the management. In order for the General Meeting to set adequate business policies,

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