Page 136 - Albanian law on entrepreuners and companies - text with with commentary

a) the company is established following to a merger of division procedure and the
evaluation report of the experts mentioned in Article 217 of this law has been drawn up.
b) in case of an increase of the capital, made in the framework of a merger or
division procedure, for the purpose of payment of the shares if the acquired or divided
company, and the and the evaluation report of the experts mentioned in Article 217 of
this law has been drawn up.
c) in case of an increase of the capital, made in the framework of a takeover for the
acquisition or exchange of shares, for purpose of the payment of shares of the target
company of the public takeover procedure.

Comments:

During the 2011-2012 discussion review for the amendments to the Company Law,
Article 112 paragraph (6) was added to align Article 112 with the provisions of EU Directive
2009/109 in the case of a capital increase in the context of a company merger or division.

Article 113
Payment and Transfer of Contributions before Registration
(1) At least one-fourth of the nominal amount of the shares for contributions in
cash must be paid up before registration. The remaining amount is paid in one or more
instalments, according to the decision of the Board of Directors. Higher amounts as of
the second paragraph of Article 110 must be paid fully.
(2) Contributions in kind must be fully paid in before registration, through the
assignment in favour of the company of the ownership title for such contribution in
kind. If according to the law special formalities must be completed for the transfer of
times of the contribution in kind, than such formalities shall be completed by the legal
representatives of the company. The contribution in kind shall be considered as paid
when the shareholder has executed all necessary actions and documents required for the
full transfer of title of the contribution in kind, in favour of the company. 136
(3) Founders who fail to pay or transfer their contributions in time, shall be liable
to the company with respect to paragraphs 2 and 3 of Article 10 and Article 124.

Comments:

1. During the 2011-2012 discussion review for the amendments to the Company Law,
stakeholders suggested a clarification of Article 113. It seems that was found in Albanian
practice there was a situation where there is a ‘chicken and egg situation’. There was a lacuna
between the Company Law and the Business Registration Law. Originally the payment of
contributions had to be paid up before registration although the company was not formed at

136 Amended by Law No. 129/2014, Article 18.
135