Page 156 - Albanian law on entrepreuners and companies - text with with commentary

found in the last sentence of Article 167 (2): The Statute may define which management
decisions require the approval of the Supervisory Board.

4. According to Article 135 (2), the General Meeting is specifically competent to decide on
important matters like amendments of the Statute b), adoption of annual accounts and
performance reports dh), distribution of profits e), changes of the company’s capital ë), and
fundamental changes occurring through restructuring or dissolution h). These decisions
normally require a three-quarters majority of votes of attending shareholders in accordance
with the quorum rule of Article 144 (1) (more than half of the total number of votes are
present). The statute may only provide for a higher majority, Article 145 (1). Three-quarters
majority is not required for the approval of the annual financial statement as this may easily
lead to paralyzing the ordinary business of the company. Article 141 (1) requires three-
quarters majority also for the bye-laws established by the General Meeting to regulate its
procedure.
The General Meeting appoints and dismisses the members of the Board of Directors
and of the Supervisory Board (and, in case, also Managing Directors) and decides on their
remuneration and fees, Article 135 (2) c) and d). This is all done by simple majority in order
to avoid any entrenchment of managers. In the one-tier system the Board of Directors
appoints the Managing Director(s), Article 154 (1) f). So does the Supervisory Board in the
‘classical’ two-tier system, Article 167 (1).
The General Meeting is also competent to represent the company in court or other
proceedings against the members of the company’s administration, Article 135 (2) gj). This
includes the enforcement of claims regarding the liability of Directors, of members of the
Supervisory Board, or of shareholders for damages caused to the company. Minority
shareholders or groups of creditors may urge the Meeting to do so, Article 151(6).

5. Comments regarding formal requirements for General Meetings in single-member LLCs
apply accordingly to JSCs.

Article 135
Rights and Duties
(1) The shareholders exercise their rights regarding company matters in the
General Meeting unless the present regulation provides otherwise, in particular in
Article 148.
(2) The General Meeting shall decide on the following company matters:
a) setting the business policies;
b) amendments to the Statute;
c) election and dismissal of the members of the Board of Directors (one-tier-
system), the Supervisory Board and, where applicable, of the Managing Directors (two-
tier-system);
ç) election and dismissal of independent auditors and liquidators;

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