Page 126 - Albanian law on entrepreuners and companies - text with with commentary

(2) The dissolution of the company for one or more of the grounds described in
letters a), c), d), dh) and e) of paragraph 1 of this Article is resolved by the assembly of
shareholders upon majority mentioned in Article 87 (1) of this law.
(3) If the assembly of shareholders fails to take the necessary decisions for the
company dissolution on grounds listed in letters a), c), d) and dh” of paragraph 1 of this
Article, any interested party may, at any time, ask the competent court to order the
dissolution of the company.
(4) Notwithstanding the above, the existence of one or more of the grounds listed in
letters a), c), d), dh) and e) of paragraph 1 of this Article shall not cause the company
dissolution, if prior to the court decision mentioned in paragraph 3 of this Article, the
circumstance causing the dissolution has been corrected, if able to be corrected, and
such correction has been published by the company with the commercial registry by
means of publication provided for by the Law No. 9723, dated 03.05.2007 on the
National Registration Centre, amended.
(5) The company dissolution in cases envisaged by letter b) of paragraph 1 of this
Article, shall be resolved by the court being competent for bankruptcy procedures, when
upon completion of such procedures, all of the assets of the company have been
liquidated for the collective settlement of its liabilities towards creditors, or when the
competent court rejects the request for bankruptcy on grounds that the assets of the
company are not sufficient for covering costs of the bankruptcy procedure.
(6) The company dissolution in cases envisaged by letter ç) of paragraph 1 of this
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Article shall be resolved by the court competent, pursuant to Article 3/1 of this law.

Comments:

1. Article 16 of the amending Law of 2014 intends to reformulate the causes for dissolving
limited liability companies, which are listed in Article 99 of Law No. 9901 and also is
intending to align the proposed amendment of Article 77, in that Article 16 of the amending
legislation in this aspect it is a consequential amendment. See the amendment and the
discussion on Article 77.

2. Members are free to dissolve the LLC at their will. However, the qualified majority
required by Article 87 must be respected here. Article 104 provides that the rules governing
solvent liquidation can be found in Articles 190 - 205. These rules basically apply to all
company forms.

125 Amended by Law No. 129/2014, Article 16.
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