Page 107 - Albanian law on entrepreuners and companies - text with with commentary

sufficient information from the Managing Directors is required, Article 95 (3) c), ç), d) and e).
The flexibility of the LLCs means that there will be particular enterprises who will want to
draft the Statute for their own objectives. It is important to emphasize this when the General
Meeting and the Managing Directors set processes, by-laws and procedures for the company.
The Model Articles may also be helpful to structure the company with precision allowing the
stakeholders to emphasize the business objectives. We emphasize also the important cases of
Article 82 (3) to (5) according to which the General Meeting must be convened in case of an
insolvency threat, and a sale or acquisition of major assets, Article 95 (4). In other words, the
new Company Law does not envisage the General Meeting to be directly involved in
management decisions of the company. The general policy will be set during the ordinary
meetings which normally take place only once a year, Article 82 (1). After the business policy
is set by the meeting, the Managing Directors are actually carrying out the company’s
business, Article 95 (3) a). At this point, the General Meeting acquires supervisory functions
with respect to the Managing Director’s activities, Article 81 (1) dh), . However, as investors
in a LLC normally have a personal interest in the way the company is managed, they may use
the Statute to design their involvement in company management by attributing to the General
Meeting a role of management and control with respect to their needs.
According to Article 81 (1), the General Meeting is specifically competent to decide on
important matters like amendments of the statute (b)), adoption of annual accounts and
performance reports (e)), company restructuring and dissolution (gj)).
The General Meeting is also competent to represent the company in court and other
proceedings against the Managing Director, Article 81 (1) g). It shall enforce the liability of
Managing Directors for damages caused to the company. Minority members and creditors
may urge the Meeting to do so, Article 92 (6).

2. The rights and duties of the General Meeting in a single-member company are
performed by the single member. However, this requires that all decisions taken in this
function shall be entered into a decision register the data of which may not be altered nor
deleted, Article 81 (3). It is important to note that any decision not registered in this register is
null and void towards the company while, due to the generalized third party protection
principle discussed by Comments to Article 12 above, third parties (acting in good faith) will
be protected.

Article 82
Convening the General Meeting
(1) The General Meeting shall be convened in cases established by this Law, other
laws or by the Statute and if it is necessary to safeguard the company’s interests. The
ordinary General Meeting shall be convened at least once a year.
(2) The General Meeting shall be convened by the Managing Directors or by
members as set by Article 84.

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