Page 191 - Albanian law on entrepreuners and companies - text with with commentary

Article 184
Registration and Publication of the Capital Reduction
(1) The Managing Director shall submit the capital reduction to the National
Registration Centre in accordance with Article 43 of Law No. 9723 on the National
Registration Centre.
(2) The basic capital is reduced from the time the decision has been registered.

CHAPTER II
SIMPLIFIED CAPITAL REDUCTION

Article 185
Conditions
(1) Capital reduction for the purposes of covering losses or transferring funds to
reserves shall be carried out by simplified procedure.
(2) Provisions of Articles 181, 182 and 184 apply accordingly.

Comments:

Article 33 of the Second Directive allows for an exception to the procedure which
protects creditors in the case of capital reduction according to Article 32 of the Second
Directive. Article 185 (1) of the Law covers this aspect: a capital reduction which aims at
covering losses or transferring funds to reserves is in the interest of creditors. It is therefore
not necessary to protect them here by granting any security. The procedure in Article 185 can
be effected by the provisions of the Statute or the bye-laws (see Articles, 135, 161 154).

CHAPTER III
CAPITAL REDUCTION BY WITHDRAWAL OF SHARES

Article 186
Conditions
(1) A reduction of capital also takes place if shares are withdrawn.
(2) Withdrawal of shares is only allowed if
a) It is authorized by the Statute or an amendment of the Statute made before the
shares to be withdrawn were subscribed for; or
b) In accordance with Article 133; or
c) Where shareholders concerned agree on the withdrawal. In this case, no prior
statutory provision is required.
(3) Withdrawal has to comply with the provisions of an ordinary capital reduction
except that the decision of the General Meeting is replaced by the decision of the
Managing Director.

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