Page 212 - Albanian law on entrepreuners and companies - text with with commentary

Article 206
Information Thresholds
If a person acquires or sells shares of a joint stock company, and if, as a
consequence, its proportion of votes in the General Meeting exceeds or falls below the
following thresholds: 3%, 5%, 10%, 15% 20% 25%, 30%, 50% or 75%, that person
shall notify the National Registration Centre in writing of that acquisition or sale within
15 days.

Comments:

Article 206 adopts the disclosure thresholds required by Article 9 (1) of Directive
2004/109/EC on the harmonization of transparency requirements for JSCs with public offer
and applies this threshold generally for JSCs in the context of groups. See also Article 109
Securities Law.

Article 207
Parents and Subsidiaries
(1) A parent-subsidiary relationship shall be deemed to exist where one company is
accustomed to act in accordance with the directions or instructions of another company
(control group).
(2) If a company, based on its capital share in another company or based on an
agreement with that company, has the right to appoint at least 30% of members of the
Board of Directors or Supervisory Board or of the Managing Directors of that company,
or if it has at least 30% of votes at the General Meeting, it shall be regarded as parent
and the other as its subsidiary (equity group)
(3) The parent’s rights over the subsidiary established in paragraph 2 shall be
determined taking into account voting rights in the subsidiary held by any other
subsidiary of that parent or held by a third party acting on account of the parent or its
subsidiaries.
(4) The third party is presumed to act on account of the parent if he is named in
paragraph 2 or 3 of Article 13.

Article 208
Legal Consequences of Control Group
(1) In the parent-subsidiary relationship defined in paragraph 1 of Article 207 the
parent has to compensate the subsidiary for its annual losses.
(2) Partners, members or shareholders of the subsidiary have at any time the right
to require the parent to buy their securities.
(3) Creditors of the subsidiary have at any time the right to require the parent to
stand security for their claims.

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