Page 190 - Albanian law on entrepreuners and companies - text with with commentary

in the necessary new investments, and the new shareholders have the chance to immediately
benefit from dividends. This procedure is mandatory in case the capital would be reduced
below the legal minimum capital level. In this case a simultaneous increase must at least
regain the legal minimum capital, Article 181 (4), Article 34 Second Directive. There is no
need to transform the JSC into another company form here.

CHAPTER I
ORDINARY CAPITAL REDUCTION

Article 181
Conditions
(1) The basic capital of the company may be reduced by decision of the General
Meeting taken in accordance with paragraph 1 of Article 145.
(2) In case the decrease 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) Capital reduction takes place by decreasing the par value of the shares.
(4) The basic capital may only be reduced below the minimum amounts established
in Article 107, if these amounts are regained by an increase of capital which was decided
simultaneously with the reduction.

Article 182
Registration and Publication of Decision

The decision to reduce the basic capital shall be submitted to the National
Registration Centre by the Managing Director in accordance with Article 43 of Law No.
9723 on the National Registration Centre. It shall also be published on the company’s
website.

Article 183
Protection of Creditors’ Rights
(1) Creditors, whose claims antedate the publication of the decision to make the
reduction, shall be entitled to obtain security for claims which have not fallen due by the
date of publication. This right can only be exercised if it was claimed by creditors within
90 days after publication.
(2) Payments to shareholders or release from their obligation to pay contributions
based on the capital reduction may not be carried out prior to the expiration of the time-
limit referred to in paragraph 1 and not before creditors concerned have been paid or
received security.

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