Page 201 - Albanian law on entrepreuners and companies - text with with commentary

Article 205
Cancellation after Summary Liquidation 168
Once the assets have been distributed following to summary liquidation
procedures, the administrator shall report the end of liquidation to the National
Registration Centre and request the cancellation of the company in accordance with
Article 49 of Law No. 9723 on the National Registration Centre, as amended.

Comments:

Article 34 of the Law No. 129/2014 reformulated Article 205 to clarify the procedure of
summary liquidation following a request from stakeholders, that in the case of summary
liquidation proceedings the deregistration of a company by the NBC is applied for by the
Managing Director and not by a liquidator, after the liquidation has been completed under the
summary proceedings provided for in the Company Law.

PART VII
GROUPS OF COMPANIES

Comments:

1. The Company Law makes a new innovative improvement of the system of company
groups. Articles 206 to 212 have, on the one hand, simplified the regulatory approach to
groups taking into account 40 years of debate in the EU and its Member States and on a
global scale (see the below on OECD and UN activities in this respect) regarding the way
groups should be legally handled. Albanian law-makers wanted to create an instrument based
on the general fiduciary duties of Article 14, in compliance with related legal areas (EU
takeover law) and able to cope with the negative effects of power relations which arise in
company groups. In order to understand this change it is necessary to briefly look at the legal
policy background involved here.

2. Companies are normally managed in their own economic interest. We noticed that the
Law expressly obliges the administration to exercise their powers “in the best interest of the
company as a whole”, Articles 98 (1) a), 163 (1) a). We have seen that the ongoing health of
the company is to be management’s continuous concern and defines the social and legal
expectation towards the company. 169 Maximizing the company’s own assets and compliance
with legal expectations is not only in the interest of all the investors (shareholders), but at the
same time in the interest of creditors, employees and the economic system as such. The fact
that the “interest of the company” recognizes specific instances of the social embeddedness of

168 Amended by Law No. 129/2014, Article 34.
169 See Comments to Article 98.
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