Page 174 - Albanian law on entrepreuners and companies - text with with commentary

(2) A member of the Board of Directors who was elected to the board in
accordance with paragraph 3 of Article 155 may be dismissed by decision of the
minority. In the case that the conditions of the Statute for the special assignment do not
apply anymore, the General Meeting may dismiss the member concerned by simple
majority.
(3) The Board of Directors, by simple majority, may request the competent court
to dismiss a board member if he has violated his duties as of paragraph 3 of Article 163.
(4) The member of the Board of Directors may resign at any time form his Office
through a written notice to the General Meeting. The resigning member of the board of
directors considering the circumstances of the business of the company shall call the
General Meeting for appointing the new board member, before his resignation becomes
effective.
(5) If the General Meeting does not appoint new board member in the date the
meeting is called by the resigning board member, than the Managing Director, or he
fails to do so, the resigning director shall notify in writing the National Registration
Centre together with a copy of the effected call notice of the General Meeting, and the
National Registration Centre shall publish such resignation in the data of the company
pursuant to Law No. 9723 dated 03.05.2007 ‘On the National Registration Centre, as
amended’.
(6) The resignation of the board member shall be without prejudice to claims of
the company for breach of fiduciary duties pursuant to this law.

Comments:

The Law No. 129/2014, Article 24 has amended Article 157 in line with the
amendments to the similar provisions on LLCs (Article 95). A similar provision has also
inserted in new paragraphs 8, 9, 10 and 11 of the following Article 158, regarding Managing
Directors.

Article 158
Managing Directors
(1) The Board of Directors shall nominate one or more natural persons as
Managing Directors for a term established by the Statute not exceeding 3 years, with the
possibility of re-election. Members of the board may be nominated Managing Directors
as long as the majority of the board continues to be composed of independent non-
Managing Directors. The nomination of the Managing Director is effective at the date
provided by the act of appointment. The appointment may be relied as against third
156
parties pursuant to the principles of Article 12 of this Law. Third party rights are
governed by Article 12. The Statute may establish rules regarding the nomination.

156 Amended by Law No. 129/2014, Article 25.
173