Page 225 - Albanian law on entrepreuners and companies - text with with commentary

acquired or divided, the independent expert’s report must contain a description of each
of the assets comprising the contribution in kind, as well as of the methods of valuation
used and shall state whether the values arrived at by the application of these methods
correspond at least to the number and nominal value par and, where appropriate, to the
premium on the shares to be issued for them. 218
(3) Each expert shall be entitled to obtain from the merging companies all relevant
information and documents and to carry out all necessary investigations.
(4) The experts’ report shall be submitted to the National Registration Centre for
registration and publication and be placed, if applicable, on companies’ websites at least
one month before the date fixed for the General Meeting which is to decide thereon as
referred to in Article 218.
(5) Involvement of experts as of paragraphs 1 to 4 may be excluded if all members
or shareholders of the merging companies so agree.

Comments:

Article 36 of the Law 129/2014 added letter ç) in paragraph 2 of Article 217 to
approximate its provisions to the requirements of Directive 2009/109.

Article 218
Approval of the Merger Agreement
(1) In order to have legal effect, the merger agreement requires approval by
decision of the members or shareholders of all merging companies. Paragraph 1 of
Article 87 and paragraph 1 of Article 145 apply for the approval of the General Meeting
of companies involved in the merger.
(2) Where rights of single shareholders or certain classes of shares are affected by
the transaction, the decision concerning the merger shall be subject to a separate vote
with a majority of three quarters of each class of shares concerned.
(3) Each member or shareholder of the participating companies shall be entitled to
obtain, on request and free of charge, full or, if so desired, partial copies of the
documents related to the merger, referred to in Articles 216 and 217. Where a
shareholder has consented to the use by the company of electronic means for conveying
information, such copies may be provided by electronic mail. 219
(4) A company shall be exempt from the requirement to make the documents
referred to in section (3) available at its registered office if, for a continuous period
beginning at least one month before the day fixed for the General Meeting which is to
decide on the draft terms of merger and ending not earlier than the conclusion of that
meeting, it makes them available, for review as well as downloading and printing, to
member or shareholder on its website, free of charge. In the event of temporary

218 Added with Law No. 129/2014, Article 36 to approximate the provisions of Directive 2009/109.
219 Amended by Law No. 129/2014, Article 37 to approximate the provisions of Directive 2009/109.
224