Page 230 - Albanian law on entrepreuners and companies - text with with commentary

The Company law does not provide a system of dividing a company except by
transferring the assets between new companies. The system provides that the original
company is dissolved after the division. Often an original company may wish to divide a
company into department and may want incorporate the department as a new company (a
spin-off). Since the 2008 Company Law is flexible especially in incorporating LLCs it is a
simple matter to found a spin-off as a new company.

TITLE III
TRANSFORMATION

Article 228
General Provisions
(1) A company may change its legal form by transformation as follows:
a) limited liability companies may transform into joint stock companies and vice
versa.
b) a joint stock company with private offer becomes a joint stock company with
public offer and vice versa, if it complies with requirements of the present Law, Law No.
9723 on the National Registration Centre and the Law On Securities, etc.
(2) The transformation does not change rights and duties assumed by the
company.

Article 229
Procedure
(1) The Managing Directors of the transforming company draw up a detailed
report explaining the legal and economic grounds for the proposed transformation. The
report shall also describe any special valuation difficulties which have arisen. The report
must also set out the impact that the transformation will have on the employees of the
company.
(2) The decision to change the company form must be taken by the General
Meeting with a three quarters majority. If the transformation will result in a change to
special rights and duties of shareholders, the validity of the transformation decision
shall depend on the approval of such shareholders. Paragraph 2 of Article 218 applies
accordingly.
(3) By public announcement, which shall be published with the National
Registration Centre twice at an interval of not less than 15 and not more than 30 days
and, if applicable, on the company’s website, the Managing Director shall call on all
members or shareholders who did not attend or were not represented at the meeting, to
state in writing whether they accept the change of company form pursuant to decision of
the meeting, within 60 days from the date of the latest announcement.

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