Page 192 - Albanian law on entrepreuners and companies - text with with commentary

(4) Payment to shareholders pursuant to the withdrawal has to comply with the
requirements of Article 183.
(5) Provisions on ordinary capital reduction do not need to be complied with, if
shares which are fully paid up are given to the company gratuitously.
(6) The Managing Director shall submit the decision to the National Registration
Centre. The capital reduction is effective from the date of registration in accordance
with Article 43 of Law No. 9723 on the National Registration Centre.

Comments:

According to Article 186, the statute may provide for the withdrawal and annulment of
shares under certain circumstances. This necessarily implies a reduction of the company’s
capital, and therefore the general rules relating to the reduction of capital are applicable as
long as Articles 3-5 do not provide special legal consequences. Since shareholders whose
shares are withdrawn will normally be paid back their investments, these provisions
practically amount to redemption of shares. However, such redemption cannot surprise the
shareholders, because its possibility must be provided in the statute before the subscription of
shares. If it is later introduced by the General Meeting, the approval of the shareholders
concerned is necessary, Article 186 (2). See also Comments above to Article 80 and Article
133.

TITLE VII
DISSOLUTION

Article 187
Causes for Dissolution 163
(1) The joint stock company shall dissolve:
a) upon expiry of the term for which it was established;
b) upon completion of bankruptcy procedures, or if the assets are not sufficient for
covering costs of the bankruptcy procedures;
c) if its objects becomes unachievable due to continued failure of functioning of
company organs, or for other grounds that make the continuation of the business
absolutely impossible;
ç) in case of invalid incorporation of the company pursuant to Article 3/1 of this
law;
d) if a loss of equity occurs, and the remaining value of equity is lower than the
minimum capital required in accordance with Article 107 of this law, or a capital
reduction is resolved at a value which is lower than such minimum capital requirement,
and the effect of such reduction not conditioned by the realization of a subsequent

163 Amended by Law No. 129/2014, Article 29.
191