Page 119 - Albanian law on entrepreuners and companies - text with with commentary

particularly between large banks and hedge funds during the financial crisis which started in
2007 and which is still continuing. It is therefore extremely important to make sure that an
administrator of a parent company, pursuant to Article 207 may not be appointed as
administrator of a subsidiary and vice versa. This provision is only valid in Albania since each
jurisdiction is specific to each country unless the law specifically provides extraterritoriality.

3. Article 95 (6), (8) and (9): The 2014 amending law clarified the provisions for
resignation of Managing Directors and aligning the Business Registration Law and the
Company Law. Article 15 of the amending Law No. 129/2014, amending Article 95 of the
Company Law, intends to clarify that the Managing Director may resign from his position at
any time by informing NBC in writing. According to stakeholder concerns, in reality NBC
does not register the resignation of Managing Directors unless there is a General Meeting
resolution for his/her replacement.

Article 96
Representation
(1) Managing Directors’ authority to represent the company shall be limited as
against third parties in accordance with Article 12 of this law.
(2) Managing Directors entitled to represent the company jointly may authorize
some of them to carry out certain transactions or certain kinds of transactions. The
company is bound by notice given to any Managing Director.
(3) A Managing Director’s entitlement to represent the company and any change
thereof shall be reported for entry to the National Registration Centre.

Article 97
Remuneration
(1) The salary of Managing Directors may be supplemented by incentives (profit
shares or similar). The benefits shall be established by ordinary decision of the General
Meeting.
(2) The remuneration as of paragraph 1 must adequately reflect the duties of the
Managing Director and the financial situation of the company.
(3) In case the company’s financial standing is seriously deteriorating, the
remuneration may be adequately reduced if so determined by the General Meeting.
(4) Criteria for remuneration, the individual remuneration and the annual impact
of the remuneration on the company’s cost structure shall be disclosed together with the
annual financial statement.

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