Page 118 - Albanian law on entrepreuners and companies - text with with commentary

4) In cases envisaged by Article 82, paragraphs 3 and 5, the Managing Directors
must convene the General Meeting.
5) In case more than one Managing Directors are nominated, they manage the
company jointly. The Statute or by-laws established by the General Meeting may
provide otherwise.
6) The General Meeting may dismiss the Managing Director at any time by
ordinary majority. This right may not be removed by Statute or contract. Any claims to
compensation arising from any contractual relationship with the company are to be
governed by the general civil law.
7) The director of the company may at any time resign from his duties upon
submission of a written notice of resignation to the General Meeting. The resigning
Managing Director, considering the circumstances of the business of the company, shall
call the General Meeting for appointing the new Managing Directors, before his
resignation becomes effective.
8) If the General Meeting does not appoint new Managing Directors in the date of
the meeting is called by the resigning director, than the resigning director shall notify in
writing the National Registration Centre together with a copy of the effected call notice
of the General Meeting, and the National Registration Centre shall publish such
resignation in the data of the company pursuant to Law No. 9723 dated 03.05.2007 On
the National Registration Centre, as amended.
9) The resignation of the Managing Director shall be without prejudice to claims of
the company for breach of fiduciary duties pursuant to this law. 116

Comments:

1. Article 95 (1): Under the original text of Article 95 of Law No. 9901, the appointment
of Managing Directors has legal effect once it is registered in the National Business Centre.
Based on the comments received from stakeholders, such provision could generate a gap in
the management of companies from the date of the appointment of a new Managing Director
until its effective registration with NRC. As a result, it was deemed reasonable to change the
provision, and provide that for internal management purposes the appointment of Managing
Directors is effective immediately, provided that such an appointment may be used against
third parties only once it has been registered with NRC, in compliance with the principles of
Article 12 of Law No. 9901.

2. Article 95 (2): In a company group situation it is very important to have accountability
and transparency. There are many corporate governance experts who believe that there should
not be a system which exposes management to corruption or conflicts of interests: the ‘crony
capitalism’ issue. If you have management who are very comfortable with each other, the
fiduciary duties of management can be diluted. Recently this issue has been exposed

116 Article 95, paragraphs (7), (8) and (9) have been added by Law No. 129/2014, Article 15.
117