Page 176 - Albanian law on entrepreuners and companies - text with with commentary

(10) The resignation of the Managing Director shall be without prejudice to claims
of the company for breach of fiduciary duties pursuant to this law.
(11) If the Managing Director is also member of the Board of Directors, or
pursuant to paragraph 2 of Article 167 the Managing Director is appointed by the
General Meeting, than the above provisions of this Article related to the resignation of
the Managing Director are disregarded, and the resignation is made pursuant to
157
paragraphs 4, 5 and 6 of Article 157.

Comments:

The Law No. 129/2014, Article 25 amended Article 158 in line with the amendments to
the similar provisions on LLCs (Article 95), and Article 157 regarding board members of
JSCs, by adding new paragraphs (8), (9), (10) and (11) on the resignation and substitution of
Managing Directors.
Besides, Article 25 of the same law inserted a provision in the first paragraph of Article
157 for the effective date for the appointment of the Managing Directors, in line with the
amendments to the similar provisions on LLCs (Article 95).

Article 159
Representation
(1) Limitations to the Managing Directors’ authority may be relied upon against
third parties in accordance with Article 12 of this law.
(2) Managing Directors entitled to represent the company jointly may authorize
some of them to carry out certain transactions or certain kinds of transactions.
Declarations which are addressed to one of the Managing Directors are valid and
binding to the Company.
(3) A Managing Director’s entitlement to representation and any change thereof
shall be reported for entry to the National Registration Centre.

Article 160
Remuneration
(1) Board members may be granted remuneration or incentives including parts of
the company profit or share options for their work. The salary of Managing Directors
may be supplemented by incentives. The scheme for these benefits shall be prepared by
the board and approved by decision of the General Meeting.
(2) Individual benefits shall be established by the board and must adequately
reflect the duties of non-managing board members and the Managing Directors with
respect to the scheme referred to in paragraph 1 and to the financial situation of the
company.

157 Paragraphs 8–11 have been added by Law No. 129/2014, Article 25.
175