Page 213 - Albanian law on entrepreuners and companies - text with with commentary

(4) Creditors of the subsidiary include victims of wrongs done by the subsidiary
wherever the subsidiary is registered.

Article 209
Fiduciary Duties Arising in an Equity Group
(1) In a parent-subsidiary relationship as defined by paragraph 2 of Article 207,
representatives of the parent must take account of
1. Any duty to the parent which may arise in accordance with Articles 14 to 18
and, in case of limited liability companies, Article 98, and in case of joint stock
companies, Article 163;
2. The way the decision might benefit the group of companies as a whole;
3. The interests of the subsidiary company.
(2) The representative shall be in breach of duty if no independent directors of the
subsidiary company could have reached the decision that was made.
(3) The representatives of the subsidiary are responsible for abiding by their
fiduciary duties to the subsidiary, including acting in the best interest of the subsidiary.

Article 210
Liability for Breach of Duty
(1) Where damage is caused by a representative in breach of the duties set out in
Article 209, the parent on whose behalf the representative acted shall be liable for his
actions.
(2) In the circumstances set out in paragraph 1, members of the parent’s
administration shall be jointly and severally liable.
(3) Together with persons mentioned in paragraph 2, joint and several liability
shall be borne by members of the subsidiary’s administration for violation of their
duties.

Article 211
Enforcement of Duty, Derivative Action
(1) If, within 90 days after the breach of duty referred to in paragraph 2 of Article
209 became evident, no action has been taken by the subsidiary to claim compensation,
the subsidiary’s claim may be filed in the competent court
a) Where the subsidiary is a partnership, by a partner;
b) Where the subsidiary is a limited liability company, by members representing at
least 5% of the total votes of the company or a smaller amount envisaged by the statute
and/or any company creditor. Paragraph 6 of Article 91 applies.
c) Where the subsidiary is a joint stock company, by shareholders representing at
least 5% of the basic capital or a smaller portion determined by the statute, or by the

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