Page 167 - Albanian law on entrepreuners and companies - text with with commentary

Article 150
Special Investigation
(1) The General Meeting may decide to initiate a special investigation to be carried
out by an independent auditor with respect to irregularities during formation or in the
conduct of ongoing business.
(2) Shareholders representing at least 5% of the basic capital or a smaller amount
envisaged by the Statute and/or company creditors whose unsatisfied claims against the
company amount to at least 5% of the basic capital, may request the General Meeting to
nominate a special independent auditor on the grounds that there has been a serious
suspicion of breach of law or Statute. If the General Meeting refuses to nominate the
special independent auditor, the mentioned shareholders or creditors may ask the court
within 30 days after the refusal to provide for the nomination. If the General Meeting
fails to render a decision within 60 days from the date of the request, this is considered a
refusal.
(3) If the General Meeting has nominated a special auditor, shareholders or
creditors referred to in paragraph 2 may request to the court to replace that auditor on
the grounds that there are sufficient reasons to believe that the auditor nominated by the
General Meeting may interfere with a proper execution of the special investigation.
(4) If the court confirms the requests of paragraphs 2 and 3, the company will bear
the costs of the nomination and the remuneration of the special auditor.
(5) The right to request the special investigation as of paragraphs 1 and 2 must be
exercised within three years from the date of registration of the company as regards
irregularities of the formation process, and within three years from the date of the
alleged irregularity in the conduct of ongoing business.
(6) A request as of paragraph 2 made by creditors in bad faith shall make them
liable in accordance with Article 34 of the Code of Civil Procedures.

Comments:

1. Articles 150 to 153 provide for important minority rights. In addition to Article 10,
which allows for the ‘derivative action’ of a 5% voting minority and of company creditors for
claims resulting from the foundation phase, a minority representing at least 5% of the basic
capital or a smaller amount envisaged by the Statute and/or company creditors whose
unsatisfied claims against the company amount to at least 5% of the basic capital may request
the court to order a special investigation (Article 150), annulment of illegal decisions of the
Managing Director (Article 151) or compensation of damages in favour of the company,
Article 151 (6), if the competent company organs do not become active in this respect. In the
event of a shareholder being prevented from exercising the rights attached to his shares he
may request the court to enforce these rights or grant compensation, Article 152. The Statute
or the General Meeting may not interfere with these rights in any form, Article 153.

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