Page 263 - Albanian law on entrepreuners and companies - text with with commentary

Article 9: Share Registry
The following Managing Director nominated by Article 18 (3) of this Statute is responsible
for setting up the share registry and ensuring that it functions in accordance with Article 119
of the Law until the first ordinary General Meeting will nominate the Managing Director in
charge of keeping the share registry:
….. (name)

Article 10: Contractual Transfer of Shares
The contract of transfer of a share shall be in writing and with such formalities as the
Managing Director in charge of the company’s share registry may determine and shall be
executed by or on behalf of the transferor and by or on behalf of the transferee by
registration in the company’s share registry in accordance with Article 119 of the Law.

Alternative: (in case founders intend the company to stay ‘closed’ and issue shares only by
‘private offer’ in accordance with Article 34 Securities Law. Obviously, the Statute can also
be amended later in this respect)

(1) The contract of transfer of a share shall be in writing and with such formalities as the
Managing Director in charge of the company’s share registry may determine and shall be
executed by or on behalf of the transferor and by or on behalf of the transferee by
registration in the company’s share registry in accordance with Article 119 of the Law.
(2) The Managing Director may refuse to register the share transfer if the share is not fully
paid or if the Supervisory Board does not approve the person of the transferee.
(3) If the Managing Director refuses to register the share transfer in accordance with
paragraph 2, he shall within one month after the date on which the transfer was lodged with
the company send to the transferee notice of the refusal.

Article 11: Transfer in case of Inheritance or Bankruptcy
(1) If a shareholder dies the survivor or survivors where he/she was a joint holder, and his
heirs where he/she was a sole holder or the only survivor of joint holders, shall be the only
persons recognized by the company as having any title to his share; but nothing herein
contained shall release the estate of a deceased shareholder from any liability in respect of
any share which had been held by him/her solely or jointly.
(2) A person becoming entitled to a share in consequence of the death or bankruptcy of a
shareholder may, upon evidence produced as required by the Managing Director in charge
of the company’s registry, elect either to become the holder of the share or to have some
person nominated by him/her registered as the transferee. If he/she elects to become the
holder he/she shall give notice to the company to that effect. If he/she elects to have another
person registered he/she shall execute an instrument of transfer of the share to that person.
(3) A person becoming entitled to a share in consequence of the death or bankruptcy of a
shareholder shall have the rights to which he/she would be entitled if he/she were the holder

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