Page 157 - Albanian law on entrepreuners and companies - text with with commentary

d) approval of the remuneration schemes regarding the persons mentioned under
c) and ç);
dh) adoption of the annual statement of accounts and performance reports;
e) distribution of annual profits;
ë) increase or decrease of the basic capital;
f) dividing shares into parts and withdrawal of shares;
g) changes in the rights associated with individual classes and kinds of shares;
gj) representation of the company in court and in other proceedings against
directors;
h) company restructuring and dissolution;
i) adoption of its own rules of procedure;
j) other matters set by regulation or the Statute.
(3) The General Meeting decides after having obtained the relevant documents
together with the report of the Board of Directors or Supervisory Board and the report
of the auditor.
(4) The rights and duties of the General Meeting in a single-member company shall
be performed by the single member. All decisions taken in this capacity shall be entered
into a decision register the data of which may not be altered nor deleted. In particular,
the following decisions must be registered:
a) adoption of annual statements of accounts and performance reports;
b) distribution of profits and coverage of losses;
c) increase or reduction of basic capital;
ç) investment decisions;
d) company restructuring and dissolution.
Any decision not registered in the decision register is deemed null and void. It shall
not affect the company’s liability to third parties unless the company proves that the
third party had knowledge of the irregularity or could, in view of evident circumstances,
not have been unaware of it.

Article 136
Convening the General Meeting
(1) The General Meeting shall be convened in cases established by this law, other
Regulations or by the Statute and if it is necessary to safeguard the company’s interests.
The ordinary General Meeting shall be convened at least once a year.
(2) The General Meeting shall be convened by the Managing Directors or, in cases
set by the present law, by the Board of Directors, the Supervisory Board or by request of
shareholders as set by Article 139.
(3) The General Meeting must be convened, if annual or interim accounts show or
if it is clear that losses amount to 50% of the basic capital, or if there is a danger that the
company’s assets will not cover its liabilities within the next 3 months.

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