Page 187 - Albanian law on entrepreuners and companies - text with with commentary

Article 176
Conditions
(1) The Statute or a decision of the General Meeting amending the Statute may
entitle the Managing Director to increase the capital up to a maximal amount, through
one or several procedures, within a term not longer than 5 years, respectively from the
company registration date or the date of the decision of the General Meeting amending
the Statute (authorized capital). 162
(2) The Statute may establish further conditions. In particular, it may provide that,
if the Managing Director will implement his authorization, all or parts of the shares
issued may or must be granted to company employees or to those of associated
companies.

Comments:

1. Article 2 letter c) Second Directive requires the capital authorization to be established
by the Statute. This requirement is apparently missing on the list of Article 36 Business
Registration Law that Article 6 of the Company Law refers to with respect to Statute
requirements. This is probably due to the fact that the old Law No. 7638 had no authorized
capital in the meaning of Article 2 Second Directive, and the Business Registration Law still
referred to the old Law when it was drafted. However, on the other hand, the reference of
Article 6 of the Company Law is by no means considered limited. Article 176 (1) Law No.
9901 requires establishment of authorized capital in the Statute which then must obviously be
registered. As regards a decision of the General Meeting which amends the Statute in this
respect (paragraph (1), second alternative of Article 176), Article 43 Business Registration
Law on amendments to the Statute must be taken into account.

2 The Law No. 129/2014 has amended Article 176 (1). The amendment intends to clarify
the stakeholders’ concerns and to ensure fairer implementation of the Law. With regard to
Article 176: as it is worded the provision allows the authorized increase of a company’s
capital only once (within five years from the date of company registration). Was this the will,
or can this right be extended to other cases during the life of a company, provided that the
five-year time-limit from the granting of the authorization by the General Meeting is
observed? In fact, according to the experts, the provision of Article 176 was intended to
provide that the authorized increase should be allowed throughout the life of a company, but it
should be done by the Managing Directors within a five-year period from the registration of
the relevant General Meeting resolution. This solution is in line with Article 25 (4) of the
Second Directive.

162 Amended by Law No. 129/2014, Article 28.
186