Page 193 - Albanian law on entrepreuners and companies - text with with commentary

recapitalization with new contributions for values at least equalling to the necessary
level to meet the prescribed minimum capital required by that Article;
dh) in other cases provided by the statute;
e) in other cases provided by the law;
ë) for any other reason upon resolution of the assembly of shareholders;
(2) The dissolution of the company for one or more of the grounds described in
letters a), c), d), dh), e) and ë) of paragraph 1 of this Article is resolved by the assembly
of shareholders, upon the majority required pursuant to Article 145(1) of this law.
(3) If the assembly of shareholders fails to take the necessary decisions for the
company dissolution on grounds listed in letters a), c), d), dh), and e) of paragraph 1 of
this Article, any interested party may, at any time, ask the competent court to order the
dissolution of the company.
(4) Notwithstanding the above, the existence of one or more of the grounds listed in
letters a), c), d), dh), and e) of paragraph 1 of this Article shall not cause the company
dissolution, if prior to the court decision mentioned in paragraph (3) of this Article, the
circumstance causing the dissolution has been corrected, if able to be corrected, and
such correction has been published by the company with the commercial registry by
means of publication provided for by the Law No. 9723, dated 03.05.2007 on the
National Registration Centre, amended.
(5) The company dissolution in cases envisaged by letter b) of paragraph 1 of this
Article, shall be resolved by the court being competent for bankruptcy procedures, when
upon completion of such procedures, all of the assets of the company have been
liquidated for the collective settlement of its liabilities towards creditors, or when the
competent court rejects the request for bankruptcy on grounds that the assets of the
company are not sufficient for covering costs of the bankruptcy procedure.
(6) The company dissolution in cases envisaged by letter ç) of paragraph 1 of this
Article shall be resolved by the court competent, pursuant to Article 3/1 of this law.

Comments:

1. Shareholders are free to dissolve the JSC at their will.

2. Rules governing solvent liquidation can be found in Articles 190-205 these rules
basically apply to all company forms. Article 29 of the Law No. 129/2014, amended Article
187 of the Company Law to align the causes of dissolution for JSCs to the similar Articles in
general and limited partnership (Article 43) and LLCs (Article 99).

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