Page 117 - Albanian law on entrepreuners and companies - text with with commentary

Article 94
Exclusion of Restrictions
(1) Any provision of the Statute which limits or excludes the rights of members or
creditors referred to in Articles 91 to 93 or which provides a general waiver with respect
to the actions envisaged by these Articles is null.
(2) No decision of the General Meeting may interfere with the members’ or
creditors’ right to take action as envisaged by Articles 91 to 93.

CHAPTER II
MANAGING DIRECTORS

Article 95
Appointment and Dismissal, Rights and Duties
(1) The General Meeting shall nominate one or more natural persons as Managing
Directors for a term established by the Statute not exceeding 5 years, with the possibility
of re-election. The nomination of the Managing Director, which is effective at the date
provided by the act of appointment, may be relied as against third parties pursuant to
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the principles of Article 12 of this Law. The Statute may establish rules regarding the
nomination.
(2) The Managing Director of a parent company as of Article 207 may not be
elected Managing Director of a subsidiary and vice-versa. Any election made contrary to
these provisions are null and void.
(3) The Managing Directors shall:
a) manage the company’s business by implementing the policies defined by the
General Meeting;
b) represent the company;
c) ensure that the necessary accountancy books and documents are kept;
ç) provide for and sign the annual statement of accounts and consolidated accounts
and the performance report and present it to the General Meeting for approval together
with the proposals for the distribution of profits;
d) create an early warning system with respect to developments threatening the
existence of the company;
dh) submit company data to be registered to the National Registration Centre
where applicable;
e) report to the General Meeting with respect to the implementation of business
policies and to the realization of transactions of particular importance for company
performance;
ë) perform other duties set by law or the Statute.

115 Amended by Law No. 129/2014, Article 15.
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