Page 115 - Albanian law on entrepreuners and companies - text with with commentary

2. It is important to note that, before annulment of a decision as of Article 92 (5), the
Managing Director has the chance to reach an agreement with the special representative of
the General Meeting (or minority shareholders, creditors) in order to avoid the annulment.
Furthermore, in case of the annulment, third party rights are not affected in accordance with
Article 12 (3), confirming therewith the generalized third party protection rule.

3. As regards creditors’ claims, Article 91 (6) contains an important provision against
abuse which also applies in the case of Article 92 (see paragraph 7): A creditor’s request for
special investigation or annulment of decisions made in bad faith shall make him liable in
accordance with Article 34 of the Code of Civil Procedures.

Article 92
Annulment of Illegal Decisions and Compensation
(1) The General Meeting, upon a resolution passed with the majority required
pursuant to Article 87, paragraph 2 of this law, may request the competent court to
annul a decision of a Managing Director due to serious breach of the law or the Statute
and/or to pursue other claims this Law or the Statute envisage against Managing
Directors or members.
(2) Members representing at least 5% of the total votes of the company or a
smaller amount envisaged by the Statute or company creditors whose unsatisfied claims
against the company amount to at least 5% of the basic capital may request the general
assembly to initiate court proceedings for the annulment of a decision of a Managing
Director. Members and creditors referred to above, within 30 days after the General
Meeting’s refusal to initiate court proceedings, may directly file on behalf of the
company, request to the court for annulment of the illegal decision. If the General
Meeting fails to render a decision within 60 days from the date of the member’ or
creditors’ request this is also considered a refusal. 114
(3) The General Meeting shall be represented by a special representative agreed by
the General Meeting.
(4) The minority or creditors referred to in paragraph 2 may ask the court to
replace that representative if they present sufficient reasons for this to be necessary for a
proper assertion of the claim. If the court confirms the request, the company will bear
the costs of the nomination and the remuneration of the representative.
(5) If the Managing Director does not reach a compromise as regards amendment
of the consequences of the decision with the special representative within 30 days from
his appointment, the court will nullify the decision. Third parties rights are not affected
in accordance with paragraph 3 of Article 12.
(6) Paragraphs 2 and 4 apply correspondingly to the minority members or
creditors concerned, if the General Meeting does not decide or refuses to decide on their

114 Paragraphs (1) and (2) of Article 92 have been amended by Law No. 129/2014, Article 14.
114