Page 231 - Albanian law on entrepreuners and companies - text with with commentary

(4) The publication of the public announcement referred to in paragraph 3 shall
not be necessary if all members or shareholders attended or were represented at the
meeting, or if they were called on individually, in which case the 60-day term shall run
from the date of receipt of the call. Should members or shareholders fail to declare their
position in writing within the set term, they shall be deemed to have approved.
(5) Articles 221 to 223 apply accordingly to the protection of creditors, holders of
special rights and members or shareholders opposed to the transformation.
(6) Article 224 applies accordingly to the liability of legal representatives and
members of the Board of Directors or Supervisory Board of the transforming company
for damages caused by their breach of duty during the conduct of the transformation.
(7) The transformation shall be submitted to the National Registration Centre for
registration and publication together with the transformation decision, the minutes
regarding the transformation decision, the approval of single shareholders and of
members or shareholders absent during the meeting. Where applicable, the information
mentioned shall also be placed on the companies’ websites.
(8) The registration of the transformation shall have the following legal
consequences:
a) the transforming company continues to exist in the legal form established by the
transformation decision;
b) the members or shareholders of the transforming company participate in the
company in conformity with the formalities required by this law for the new company
form;
c) the rights of third persons regarding the shares of the transforming company
are transferred to the shares of the transformed company.

PART X
TRANSITIONAL AND FINAL PROVISIONS

Comments:

Articles 230 and 231 of Law No. 9901 provided that all existing companies may
continue operating in the manner and under the conditions that had been effective at the time
of their registration for a period of three years starting with entry into force of the Law 9901
(May 2008). Before the expiration of that period, existing companies had to adapt their
organization and operations to the provisions of Law No. 9901.
Under those two Articles, companies failing to act in conformity with that obligation
would be dissolved, and the National Registration Centre would cancel them upon completion
of applicable liquidation proceedings.

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