Page 214 - Albanian law on entrepreuners and companies - text with with commentary

subsidiary’s creditors whose claims amount to at least 5% of the subsidiary company’s
basic capital.
(2) Claims provided by this Article must be brought within 3 years from the time
the damage becomes evident.
(3) Creditors of the subsidiary include victims of wrongs done by the subsidiary
wherever the subsidiary is registered.

Article 212
Sell-Out Right
If the parent holds 90% or more of the subsidiary’s shares, the holders of the
remaining shares have the right to require the parent within 6 months to buy his
securities at the market price.

PART VIII
STATE-OWNED COMPANIES

Article 213
Applicable Provisions
(1) A state-owned company is a company conducting business of general economic
interest where either all shares are directly or indirectly held by a central, regional or
local authority, or where this authority has the role of a parent as defined in Article 207.
(2) Formation and operation of state-owned companies are subjected to the
provisions of the present Law.

Comments:

1. The definition of public enterprises of Article 213 aligns with Article 2 of Directive
723/80/EEC on the Transparency of Financial Relations between Member States and Public
Undertakings. The mentioned ‘authorities’ may become an economic actor and use company
forms if this is done in the frame of their special ‘public concern’.
This limitation to ‘general economic interests’ may become controversial, as it is in
some Member States. The European rules and debates are important in this respect; above all
the limits of Articles 37, 63, 106 and 107 of TFEU (respectively ex-Articles 31, 56, 86 and 87
TEC) (reorganization of state monopolies with commercial character, no restrictions of the
free movement of capital, no special rights for state-owned companies, no restrictions of
competition, strict limitation of subsidies). The EU pressure on Member States to privatize
large parts of ‘classical’ public enterprises in the postal, telecom, transport and energy sector
is well-known. The different grades of involvement of Member States in these services is
considered an obstacle to create similar conditions everywhere in the Internal Market.

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