Page 125 - Albanian law on entrepreuners and companies - text with with commentary

to the purposes of the company, Articles 98 and, 163 (2), avoiding actual and potential
conflicts between personal interests and those of the corporation. These standards are
supposed to be ‘objective’ in the sense that the reference point for a legal judgement is what
can be expected from somebody in the function of a ‘reasonable (Managing) Director’. The
loyalty standard discussed in the previous section has its impact here as the legal
consideration of business judgements ‘in the best interest of the company’ must refer to a
‘wider view’ of the company’s responsibility and interest in the aforementioned sense which
can only be met by adequate organizational measures. Personal reasons for legitimate
deviations from this ‘objectivized’ liability standard are considered in the second place. Last
but not least, (Managing) Directors must compensate the company for damages, if they are,
contrary to the law, carrying out the particular transactions listed by Articles 98 and, 163 (4).
The list of Article 163 (4) is much longer here as it covers (Managing) Directors’ specific
liability for any actions violating capital maintenance rules. It is important to note again, that
the General Meeting cannot simply ratify (Managing) Directors’ breach of duty of care and
skills, as this duty is owed to the company ‘as such’ and not just to its members or
shareholders. Any ratification could be challenged by minority members or shareholders
according to Articles 94 (1), 92 and 153 (1) 151.

TITLE V
DISSOLUTION, WITHDRAWAL AND EXPULSION OF MEMBERS

CHAPTER I
DISSOLUTION

Article 99
Grounds for Dissolution
(1) The limited liability company shall dissolve:
a) by expiry of the period for which it was established;
b) upon completion of bankruptcy procedures, or if the assets are not sufficient for
covering costs of the bankruptcy procedures;
c) if its objects becomes unachievable due to continued failure of functioning of
company organs, or for other grounds that make the continuation of the business
absolutely impossible;
ç) in case of invalid incorporation of the company pursuant to Article 3/1 of this
law;
d) in other cases provided by the statute;
dh) in other cases provided by the law;
e) for any other reason upon resolution of the General Meeting;

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