Page 194 - Albanian law on entrepreuners and companies - text with with commentary

Article 188
Registration of Dissolution
(1) The Managing Director shall submit the dissolution of the company for
registration in accordance with Article 43 of Law No. 9723 on the National Registration
Centre.
(2) In case of dissolution by court decision, the court has to register the dissolution
ex officio.

Article 189
Solvent Liquidation
(1) After dissolution, solvent liquidation of the joint stock company will be carried
out in accordance with Articles 190 to 205 unless an insolvency procedure has been
opened.

PART VI
SOLVENT LIQUIDATION

Comments:

1. Part VI of the Company Law collects provisions for liquidation of all company forms.
When one of the dissolution cases established for the 4 company forms occurs (see Articles
43, 56, 99 and 187), the company changes the objective it had been founded for. After
dissolution, the company’s objective is to be liquidated, or ‘wound up’, in accordance with
Articles 190 to 205. Liquidation aims at bringing the business of the company to a close and
at paying the creditors from the company’s assets, Article 197 (1). It is clear that the creditors
must be protected or investors will not invest in Albanian companies. In Article 195 the way
that the Law deals with the creditors’ claim is to publish any outstanding claims, although this
will take time.

2. Although it is important to have a streamlined law, the law tries to strike a balance of
interests between creditors and the Albanian economy. It is important to make sure that
fraudulent claims are disallowed. Unfortunately, this may involve a significant time delay for
creditors and shareholders. Article 199 allows the liquidators to distribute some assets if the
creditor has granted adequate security. However, the final cancellation of the company cannot
happen until all of the claims are met, including frivolous claims. In case there are more assets
available than needed for creditors’ claims, these remaining assets are distributed among the
partners, members or shareholders, Article 201. This form of liquidation is called solvent
liquidation because the company is able to pay its debts during the liquidation process and
does not require entering into an insolvency procedure, Article 190 (1). If the liquidator, based

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