Page 152 - Albanian law on entrepreuners and companies - text with with commentary

3. Article 133 (2) and (3) avoid constructions that circumvent the acquisition limit of the
Law: a subsidiary may not subscribe or purchase the shares of its parent company, Article 133
(2). If, during formation or increase of basic capital, somebody has acquired the shares on
behalf of the company or its subsidiary, he shall be deemed to be subscribing for them on
their account, Article 133 (3). The company must dispose of its own shares within one year,
otherwise they must be withdrawn, Article 133 (4). According to Article 133 (5), the voting
rights relating to the company’s own shares are suspended.

4. The solution of Article 133 may seem too strict as it prohibits almost all cases of
acquisitions of own shares. In this respect, the new Law is even stricter than the Second
Directive and its amendments. 142 However,

 First, Albanian companies are not yet listed and therefore the need to acquire their
own shares is not as pressing as it may be for listed companies.
 Second, the transition context of Albania was sufficient reason for the Albanian
law-makers to still opt for restrictive treatment here. Last but not least, reform of the
acquisition of own shares regime and Article 133 can quite easily be carried out by
a limited amendment at any time in the future.
 Third, the Second Directive establishes a minimum standard; there is nothing which
prevents Member States from applying stricter rules. This regards also another
aspect of Article 133: any acquisition of shares contrary to Article 133 (1) would be
void with accordance to Article 92 Civil Code on absolute nullity of obligations.
Article 133 (4) (sale of shares in one year) cannot be applied here. Those shares
could be withdrawn in accordance with Article 186 if the conditions of these
provisions are fulfilled. This solution is again stricter than Article 21 of the Second
Directive which requires the sale in one year only for the violation case. However,
this stricter handling of the illegal acquisition is permitted.

TITLE IV
COMPANY ORGANS

Article 134
Organs and Disclosure
1) Organs of joint stock companies are the General Meeting and, depending on the
provisions of the Statute:
a) a Board of Directors as single administrative organ combining management and
supervision (one-tier system),
b) a Supervisory Board and Managing Directors distributing administrative
functions between these 2 organs (two-tier system). In this case, depending on the

142 See section 4 of Directive 2006/68/EC amending the Second Directive.
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