Page 183 - Albanian law on entrepreuners and companies - text with with commentary

nominal value of existing shares although this would involve amending the Statute as well as
the specific procedure set in Article 176 on capital increases.

3. The right of pre-emption may be excluded by a decision of the General Meeting on the
increase of the company’s capital, Article 174 (2). Since this may give rise to abuses by
majority shareholders, the Managing Director shall present a written report to the meeting
indicating the reasons for restriction or withdrawal and justifying the proposed issue price. It
is important to note that only a real interest of the company should legitimate the intrusion
into shareholders’ pre-emption rights. The measure is only justified if an adequate balance
between means and aims is maintained.
The Law also incorporates the concept of a conditional or limited increase of capital,
Article 175, and of authorized capital, Article 176.

CHAPTER I
GENERAL PROVISIONS

Article 168
Conditions for All Forms of Capital Increase
(1) Capital increase requires a decision of the General Meeting in accordance with
paragraph 1 of Article 145 except in the case provided in Article 176.
(2) In case the increase changes the rights of a certain class of shares, the validity
of the General Meeting’s decision is subject to the consent of the shareholders concerned
which has to comply with the formal requirements of paragraph 3 of Article 149.
(3) Basic capital may not be increased as long as outstanding payments on
previously subscribed shares have not been made.
(4) Provisions of this Law on subscription and payment for shares, in particular
Articles 107 to 114 and 123 to 133 shall apply correspondingly to the increase of basic
capital.

Comments:

1. Article 26 Second Directive requires that shares issued in the course of a capital
increase must be paid up to at least 25% of their par value. Any premiums must fully be paid.
This obligation is covered by Article 168 (4) of the Company Law which cross refers to the
requirements on subscription and payment for shares in Articles 107 to 114 and 123 to 133.
Articles 123 and 113 (1) cover the full payment of share premiums. Moreover, Article 163 (4)
e), declares managers liable in case of increase of capital, if they issue shares contrary to the
set purpose or before they have been paid for in accordance with Article 123.

2. Article 28 Second Directive allows the capital to be increased by the subscribed shares
also in case the increase is not fully subscribed if the conditions of the issue so provide.
Article 168 does not allow for this possibility. That means that all shares must be subscribed

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