Page 195 - Albanian law on entrepreuners and companies - text with with commentary

on creditors’ claims, finds out that the assets are not sufficient to cover the debts of the
company, he must request the opening of an insolvency procedure, Article 197 (3).

3. For issues other than those related to the liquidation procedure itself, the company is
treated as if it was an undissolved company, Article 190 (2). Liquidators are, however, in
charge of the management of the company from the moment of their appointment, Article 196
(1). They are appointed and dismissed with respect to the particular form of the company they
are liquidating, Articles 191 to 194. The authority of liquidators cannot be restricted in
relation to third parties, Article 196 (3). The Law provides the procedure starting with the
invitation to creditors to file their claims (Article 195) to the conclusion of the liquidation
(Article 202), after the liquidator’s duties have been adequately fulfilled and so approved,
Article 200. The liquidator receives his remuneration before remaining assets are distributed
among partners, members or shareholders, Article 200 (1). He is liable like a Managing
Director (Articles 98 and 163), Article 203 (2). A Summary Procedure is permitted in case all
partners, members or shareholders declare that all commitments of the company concerning
its creditors and employees have been settled, Article 204.

TITLE I
ORDINARY SOLVENT LIQUIDATION

Article 190
General Rule
(1) Unless otherwise provided by this law, after dissolution, solvent liquidation
procedures will be carried out pursuant to this law. If the company is insolvent, it shall
be dissolved based on decisions referred to in Articles 43, paragraph 5, 99, paragraph 5
and 187, paragraph 5 of this law, and shall be cancelled from the commercial registry
pursuant to Article 51 of Law No. 9723 on the National Registration Centre as amended,
without undergoing solvent liquidation procedures. 164
(2) Unless otherwise established in this Title, provisions regarding un-dissolved
companies apply to the company under liquidation.
(3) Articles 191 to 203 provide the rules for ordinary solvent liquidation applicable
to all kinds of companies. A summary procedure may be carried out according to
Articles 204 and 205.

Comments:

Article 30 of the Law No. 129/2014 amended paragraph 1 of the Company Law to align
the relevant liquidation proceedings with new causes of dissolution for partnerships (Article
43, paragraph 5), LLCs (Article 99, paragraph 5) and JSCs (Article 187, paragraph 5).

164 Amended by Law No. 129/2014, Article 30.
194