Page 149 - Albanian law on entrepreuners and companies - text with with commentary

Article 129
Refunding Prohibited Payments
Shareholders shall return to the company any advantage received contrary to the
provisions of this Law. This includes dividends received, if shareholders knew or ought
to have known that these dividends or other advantages were received contrary to this
law. The prescription term of 3 years shall start on the date of unlawful payment.

Article 130
Adequate Remuneration for Transactions between Company and Shareholders
Remuneration for any legal transactions undertaken by the company and a
shareholder beyond his contribution may not exceed the market value of similar
transactions.

Article 131
No Repayment of Inadequate Credit
(1) If a shareholder has extended credit to a company on terms which are less
favourable than those usually applied on the market, he may not request the company to
repay the credit in the event of insolvency where such repayment would reduce the
capital of the company to below its basic capital.
(2) If a third party has extended the credit referred to by paragraph 1 instead of
the shareholder and the shareholder has provided surety for the repayment of the
credit, the third party may, in the case of insolvency, only claim the amount which it has
not been able to realize from the surety.
(3) The provisions of paragraphs 1 and 2 also apply to other legal transactions of a
shareholder or third party, if these transactions economically correspond to a credit as
of paragraph 1 and 2.

Comments:

If a shareholder has extended credit to the company by a loan whose conditions are less
than those normally applied on the market, he may not request the company to repay the
credit in the event of insolvency, where such repayment would reduce the company’s capital
below its basic capital. This is a small protection provision for creditors who can get some
money from the amount safeguarded by the capital maintenance provisions. However if the
company is completely insolvent there might not be enough to pay the creditors. We know
that in Albania the minimum basic capital is low, Article 107. However, this is the minimum
amount; often the company will have a basic capital which will be much more. Where this
basic capital is greater than the minimum set in the Law, the shareholders will have a greater
liability in the event that Article 131 (1) bites. For example, if a company has a basic capital

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