Page 222 - Albanian law on entrepreuners and companies - text with with commentary

Those opposing the transformation may request their shares to be bought by the
company at market price or, if applicable, change their shares into preference shares without
voting rights, Articles 229 (5), 223 (1). Also the other merger protection mechanisms for
members or shareholders and creditors apply, Articles 229 (5), 221 to 223.
Article 229 (6) provides for applicability of Article 224, i.e. the liability of managing
and supervisory organs of the acquiring and the acquired company for damages caused by
their breach of duties in case of a merger. This means that also in the transformation case old
and new management and supervisory organs are liable if the transformation has resulted in a
change of management or supervisory personnel.
The registration of the transformation, Article 229 (7), shall have the following legal
consequences, Article 229 (8):

 The transforming company exists in the legal form established by the transformation
decision.
 The members and shareholders of the transforming company participate in the
company in conformity with the formalities required by this law for the new
company form.
 The rights of third persons regarding the shares of the transforming company apply
to the shares of the transformed company.

Article 214
General Provisions
(1) The provisions of this Part only apply to limited liability and joint stock
companies.
(2) A company may be restructured by merging with another company (merger),
dividing into two or more companies (division) and changing its legal form
(transformation).
(3) Companies may only be restructured, if they have been registered for at least
one year.
(4) Companies cannot be merged contrary to competition regulations.

TITLE I
MERGERS

Article 215
Definition
Two or more companies may be merged on the basis of:
1. Transfer of the whole assets of one or more companies (the companies to be
acquired) to another company (the acquiring company) in exchange for shares of that
company (merger by acquisition);

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