Page 164 - Albanian law on entrepreuners and companies - text with with commentary

Article 143
Minutes of Meeting
(1) Each decision of the General Meeting must be recorded in the minutes. The
Managing Director is responsible for keeping a copy of the minutes.
(2) The minutes must contain the following: place and date of the meeting, agenda,
name of the chairman and the record keeping person, voting results, statement of the
chairman regarding the decision making and any dissenting opinions of shareholders.
(3) The list of participants shall be attached to the minutes as well as the
documentation concerning the convening of the General Meeting.
(4) The minutes and the list of participants must be signed by the chairman and
the record keeping person.
(5) The Managing Director shall post a copy of the minutes on the company’s
website within 15 days after the General Meeting.

Article 144
Quorum
(1) In case of matters requiring ordinary majorities, the General Meeting may only
make valid decisions if attended by shareholders holding more than 30% of the
subscribed voting shares. In case of matters requiring qualified majority as of Article
145, the General Meeting may only make valid decisions if the shareholders having more
than half of the total number of votes are participating in the voting in person, by letter,
or by electronic means in accordance with Article 142.
(2) If the General Meeting could not be held due to lack of the quorum referred to
in paragraph 1, the meeting shall be reconvened with the same proposed agenda within
30 days.

Comments:

Quorum requirements have always been controversial. One opinion holds that such
quorum requirements are not achievable in practice, above all when companies go public. The
introduction of a quorum should at best be left to the company’s statute. The other opinion
points at the abuse of voting power that has, above all, been experienced in transition
economies where no or insufficient quorum was established by Law. For example, companies
took advantage of the absence of a minimum quorum for the reconvened meetings. In case of
an initial quorum, they announced an initial meeting of the shareholders and, if there were not
sufficient shareholders present to constitute a legally valid meeting, they would wait a few
hours and call a second meeting, for which no minimum quorum was set. A publicly traded
investment fund (in Bulgaria) took advantage of this situation to amend their corporate charter
and convert the investment fund into a company that was not publicly traded. Similar to the

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