Page 229 - Albanian law on entrepreuners and companies - text with with commentary

Article 38 of the Law No. 129/2014 amended Article 225 to approximate its provisions
to the requirements of Directive 2009/109.

CHAPTER II
MERGERS BY FORMATION OF A NEW COMPANY

Article 226
Applicable Provisions
(1) The provisions of Articles 216 to 225 shall apply accordingly to mergers by
formation of new companies. The newly formed company shall be regarded as the
acquiring company.
(2) Provisions of this law regarding company formation shall apply accordingly to
the formation of the new company caused by merger.

TITLE II
DIVISION

Article 227
Definition, Applicable Provisions
(1) A company may be divided by transferring its assets to two or more existing or
new companies by decision of the General Meeting, in which case the company being
divided shall cease to exist.
(2) The provisions of Articles 216 to 225 apply accordingly to company divisions.
(3) The recipient companies shall be jointly and severally liable for the liabilities of
the company being divided for the latter’s commitments.
(4) The registration of the division shall have the following consequences:
a) the transfer to each of the recipient companies of all the assets and liabilities of
the company being divided in accordance with the allocation laid down in the division
agreement;
b) the members or shareholders of the company being divided become members or
shareholders of one or more of the recipient companies in accordance with the allocation
laid down in the division agreement;
c) the company being divided 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.

Comments:

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