Page 175 - Albanian law on entrepreuners and companies - text with with commentary

(2) The Managing Director of a parent company may not be elected Managing
Director of a subsidiary and vice-versa. The Managing Director of a parent company
may not be the chairman of the Board of Directors of a subsidiary, and the Managing
Director of a subsidiary may not be the chairman of the Board of Directors of a parent
company. Any elections made contrary to these provisions are null and void. Third
party rights are governed by Article 12.
(3) The Managing Directors shall:
a) manage the company’s business;
b) represent the company;
c) ensure that the necessary accountancy books and documents are kept;
ç) provide for and sign the annual statement of accounts and consolidated accounts
and the performance report and present it to the board for approval together with the
proposals for the distribution of profits which the Managing Director will make in the
General Meeting;
d) create an early warning system with respect to developments threatening the
existence of the company;
dh) submit company data to be registered by the present law and any other law;
e) report to the Board of Directors with respect to the implementation of business
policies and to the conclusion of transactions of particular importance for company
performance;
ë) perform other duties set by law or the Statute.
(4) Duties which the law has attributed to the Board of Directors may not be
delegated to Managing Directors.
(5) In cases envisaged by Article 136, paragraphs 3-5, the Managing Directors
must immediately inform the chairman of the Board of Directors.
(6) In case more than one Managing Director has been nominated, they manage
the company jointly. The Statute or the by-laws established by the Board of Directors
may provide otherwise.
(7) The board may discharge the Managing Directors at any time. Any claims to
compensation arising from any contractual relationship are to be governed by the
general civil law.
(8) The Managing Director of the company, who is not a member of the Board of
Directors, may at any time resign from his duties upon submission of a written notice of
resignation to the Board of Directors. The resigning Managing Director, considering the
circumstances of the business of the company, shall inform the effective date of its
resignation to in the writ notice to the board.
(9) If the Board of Directors does not appoint new Managing Directors in the date
the resignation of the resigning Managing Director becomes effective, than the resigning
director shall notify in writing the National Registration Centre than shall publish such
resignation in the data of the company pursuant to law 9723 dated 03.05.2007 On the
National Registration Centre, as amended.

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