Page 108 - Albanian law on entrepreuners and companies - text with with commentary

(3) The General Meeting has to be convened, if annual or interim accounts show or
if it is a danger that the company’s assets will not cover its liabilities within the next 3
months.
(4) The General Meeting shall be convened where there is a proposal to sell or
otherwise dispose of assets amounting to more than 5% of the company’s assets
according to the last certified financial statements of the company.
(5) The General Meeting will be convened when the company, within the first 2
years after registration, proposes to purchase assets which belong to a member and
which amount to 5% of the company’s assets according to the last certified financial
statements of the company.
(6) Where the situations described in paragraphs 3 to 5 arise, an independent
auditor’s report shall be presented to the General Meeting.
(7) The rule of paragraph 6 does not apply if the purchase as of paragraphs 4 and
5 is made on the stock market or as part of the everyday activities of the company,
carried out under normal conditions. This provision shall also not apply in the case of a
single member company.
(8) In circumstances set out in paragraphs 3 to 5 above, the General Meeting may
pass an advisory resolution approving or condemning the conduct of the management.

Article 83
Method of Convening
(1) The General Meeting shall be convened by letter or, if so provided by the
Statute, by electronic mail. The letter or mail shall contain the place, date and hour of
the meeting and be delivered together with the agenda to all members not later than
seven days before the scheduled date of the meeting.
(2) Where the General Meeting has not been convened in conformity with
paragraph (1), the General Meeting may adopt decisions only if all company members
agree, despite of the irregularity.

Article 84
Requests by a Minority of Members
(1) Members representing at least 5% of the total votes of the company or a
smaller portion set by the Statute, may request the Managing Director in writing
including electronic mail to convene a General Meeting and or request certain issues to
be put on the agenda. The request must contain the reasons and objectives and the
matters the General Meeting should decide on. If the request is refused, these members
are entitled to convene a General Meeting in and set the issues in question on the agenda
in conformity with paragraph 1 of Article 83.

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