Page 128 - Albanian law on entrepreuners and companies - text with with commentary

(2) Such other reasonable grounds as of paragraph 1 are in particular if the
member:
a) deliberately or with gross negligence inflicts damage to the company or
members of the company;
b) deliberately or with gross negligence violates the Statute or obligations
prescribed by law;
c) is involved in an undertaking which makes the execution of business operations
between the company and the member impossible; or
ç) by his actions obstructs or significantly hinders the company’s business.
(3) Upon initiation of a procedure for expulsion of the member, the court may pass
an interim measure suspending his right to vote on any matter and other rights, if it
finds that necessary and justified.
(4) A company is entitled to compensation for damage inflicted on it by the
member who is expelled resulting from acts of such member that lead to his expulsion.
(5) A member of the company is entitled to compensation of damages inflicted on
him from the company, if the decision of the General Meeting for his expulsion was
unjustified. 126
(6) A member is not entitled to repayment of his share in the case of a justified
expulsion but may set off any amount that would otherwise be due to him as repayment
for his share against any claim for compensation brought by the company

Article 103
Legal Effects of Withdrawal and Expulsion
(1) All rights deriving from the membership of the company shall terminate on the
date of the withdrawal or on the final court decision regarding the withdrawal or
expulsion.
(2) Members’ right to withdraw from the company and the company’s right to
expel a member may not be ruled out or restricted by the Statute.

Article 104
Solvent Liquidation
(1) After dissolution, solvent liquidation of the limited liability company will be
carried out in accordance with Articles 190 to 205 unless an insolvency procedure has
been opened.

126 Bachner, Schuster and Winner, argue that Article 102(2) should be reformulated on the grounds that expulsion is a
grave violation of membership rights. However Article 102(2) explicitly sets up the reasons for expulsion and they seem
very sensible and clear.
127