Page 111 - Albanian law on entrepreuners and companies - text with with commentary

General Meeting may only make valid decisions if the members having more than half
of the total number of votes are participating in the voting in person, by letter, or by
electronic means in accordance with paragraph 3 of Article 88.
(2) If the General Meeting could not be held due to lack of the quorum referred to
in paragraph 1, the meeting shall be reconvened with the same proposed agenda within
30 days.

Article 87
Decision-making
(1) The General Meeting shall decide by three-quarter majority of votes of
members participating in the voting as set out in Article 86, paragraph 1, on the
amendment of the Statute, the increase or reduction of basic capital, profit distribution,
company restructuring and dissolution, unless the Statute requires a higher majority for
these decisions.
(2) On other matters listed in Article 81, the General Meeting shall decide by
majority of votes of participating members, unless otherwise provided by this Law or
the Statute.
(3) The validity of any decision imposing additional commitments onto members or
reducing their rights as provided by this Law or the Statute, requires the consent of all
members concerned, unless otherwise provided by this Law.

Comments:

As for all important decisions (amendment of the statute; increase or reduction of basic
capital; profit distribution, company restructuring and dissolution), they normally require a
three-quarter majority of members’ votes, which, according to the quorum rule of Article 86,
must represent more than half of the total votes of the company. The statute may only provide
for a higher majority. Appointment and removal of managers requires only a simple majority,
Article 95 (6), as this protects the rights of shareholders and prevents Managing Directors
becoming too powerful.

Article 88
Participation and Right to Vote
(1) Unless otherwise provided by the Statute, each share carries a number of votes
equal to the proportion to the value of the members’ contribution in the capital of the
company. Co-owners of a share shall jointly exercise their votes through their
113
representative appointed pursuant to Article 72 of this law.

113 Amended by Law No. 129/2014, Article 13.
110