Page 168 - Albanian law on entrepreuners and companies - text with with commentary

2. It is important to note that, before annulment of a decision as of Article 151 (5), the
Administrator or Director has the chance to reach an agreement with the special representative
of the General Meeting (or minority shareholders, creditors) in order to avoid the annulment.
Furthermore, in case of the annulment, third party rights are not affected in accordance with
Article 12 (3), confirming therewith the generalized third party protection rule.
As regards creditors’ claims, Article 150 (6) contains an important provision against
abuse which also applies in the case of Article 151 (see paragraph 7): creditors’ request for
special investigation or annulment of decisions made in bad faith shall make them liable in
accordance with Article 34 of the Code of Civil Procedures.

Article 151
Annulment of Illegal Decisions and Compensation
(1) The General Meeting, upon a resolution passed with the majority required
pursuant to Article 145, paragraph 2 of this law, may request the competent court to
annul a decision of a Managing Director, the Board of Directors or the Supervisory
Board due to serious breach of the law or the Statute and/or to pursue other claims this
Law or the Statute envisage against Managing Directors and members of the Board of
Directors or the Supervisory Board. 150
(2) Shareholders representing at least 5% of the total votes of the company or a
smaller amount envisaged by the Statute or company creditors whose unsatisfied claims
against the company amount to at least 5% of the basic capital may request the general
assembly to initiate court proceedings for the annulment of a decision of a Managing
Directors, Board of Directors or the Supervisory Board. Shareholders and creditors
referred to above may, within 30 days after the General Meeting’s refusal to initiate
court proceedings, directly file on behalf of the company, request to the court for
annulment of the illegal decision. If the General Meeting fails to render a decision within
60 days from the date of the member’ or creditors’ request this is also considered a
refusal. 151
(3) Depending on which organ referred to in paragraph 1 took the decision
considered to be unlawful, the General Meeting shall be represented by the Managing
Director or by the Board of Directors or the Supervisory Board. The General Meeting
may also authorize a special representative.
(4) The minority or creditor quota referred to in paragraph 1 may ask the court to
nominate a representative who is not among those mentioned in paragraph 3 if they
present sufficient reasons for this to be necessary for a proper assertion of the claim. If
the court confirms the request, the company will bear the costs of the nomination and
the remuneration of the representative.

150 Amended by Law No. 129/2014, Article 23.
151 Amended by Law No. 129/2014, Article 23.
167