Page 226 - Albanian law on entrepreuners and companies - text with with commentary

disruption of access to the website caused by technical or other factors the one month
period is disrupted. It begins from the start as soon as the website is accessible again. 220

Comments:

Article 37 of the Law No. 129/2014 amended paragraph 3 and added new paragraph 4
in Article 218 to approximate its provisions to the requirements of Directive 2009/109.

Article 219
Increase of Basic Capital
An increase of the acquiring company’s basic capital in connection with the
merger shall be exempt from provisions on capital increase regarding:
a) the prohibition of the increase until outstanding payments on previously
subscribed shares had been made;
b) the conditions for subscription to new shares;
c) The pre-emption rights of members or shareholders and members in the
purchase of new shares.

Article 220
Registration, Publication and Legal Effect
(1) The legal representatives of the merging companies shall submit the merger to
the National Registration Centre together with the merger agreement, the minutes
regarding the merger decisions, and the approval of single shareholders in accordance
with paragraph 2 of Article 218. Where applicable, the information mentioned shall also
be placed on the companies’ websites.
(2) If the basic capital of the acquiring company is to be increased in connection
with the merger, the amount of the increase shall be submitted together with the merger.
(3) The merger shall have the following consequences:
a) the transfer, both as between the merging companies and as regards third
parties, to the acquiring company of all the assets and liabilities of the company being
acquired;
b) the members or shareholders of the company to be acquired become members
or shareholders of the acquiring company;
c) the company to be acquired ceases to exist and is cancelled in accordance with
Section V of Law No. 9723 on the National Registration Centre. No liquidation
procedure is required.
(4) The rights and obligations of the merging companies arising from contracts of
employment or from employment relationships and existing at the date on which the

220 Added by Law No. 129/2014, Article 37.
225