Page 138 - Albanian law on entrepreuners and companies - text with with commentary

which is performance oriented and focused on transparency in corporate relationships. The
modern concept is to have thorough evaluation rather than ‘special advantages’.
Further, companies may not release shareholders from their obligations to pay in their
contributions, Article 125 (1). Stakeholders are protected by Article 150 by which a special
investigation into irregularities during formation of the company may be launched by the
General Meeting, by minority shareholders and creditors. See also Comments to Article 10 on
founders’ liability.

Article 114
Special Provisions for Single Member Companies
(1) If, prior to the registration of the company with the National Registration
Centre, the single founder has not fully paid up his cash-contribution or has not brought
in his contribution in kind, he must provide a specific bank guarantee in this respect
with the same value as the subscribed contribution, valid for no longer than one year,
and present a corresponding certificate to the National Registration Centre together
with the application for registration. If, upon expiry of the bank guarantee, a
shareholder does not confirm to the bank full payment of the contribution specified in
the statute, the amount of bank guarantee shall automatically be transferred to the
company accounts for purposes of capital payment.
(2) When the number of shareholders decreases to one, the single shareholder shall
register the decrease and his name in accordance with Article 43 of the Law on the
National Registration Centre. If the single shareholder fails to do so, he shall be
personally liable for the commitments the company assumes, form the day the
registration should have been made, until the registration is effectively made. 137

Comments:

1. The Company Law allows for the formation of single shareholder JSCs (see above
Comments to Article 3. This is particularly relevant for parent companies who want to set up
wholly-owned subsidiaries as a device for limiting certain business risks to certain assets.
Article 114 brings the main difference between single-member LLCs (Article 71) and single-
shareholder JSCs to the fore. As we are in the JSC regime of capital maintenance, there are
special rules for single-shareholder JSCs: if, prior to registration, the single founder has not
fully paid up his cash contribution or has not brought in his contribution in kind, he must
stand adequate security in this respect and present a corresponding certificate to the NRC
together with the application for registration, Article 114 (1).
If single-shareholder companies come into existence after the company has initially
been formed by several shareholders, this occurrence must be disclosed by a special entry in
the NBC, otherwise the privilege of limited liability will be lost, Article 114 (2). During the

137 Amended by Law No. 129/2014, Article 19.
137