Page 27 - Albanian law on entrepreuners and companies - text with with commentary

Article 3/1
44
Causes of Invalidity
(1) Only the following grounds may cause the invalidity of the establishment of a
commercial company after it is registered with the National Registration Centre:
a) the incorporation documents required by Article 28 of Law No. 9723, dated
03.05.2007 on the National Registration Centre, as amended, are not executed in written
form;
b) all founders did not have the legal capacity to act;
c) the object of the company is contrary to the law;
ç) the statute does not state the name of the company, the amount of the individual
founders’ capital contributions, the total amount of the capital subscribed by all
founders or the statues does not contain provisions on the objects of the company;
(d) the value of the capital subscribed by all founders is lower than the minimum
amount of capital required by this law for that type of company;
(dh) the subscribed capital of the joint stock company, has not been prepaid by
respective founders through means and at the minimal amount required by this law,
before its registration at the National Registration Centre;
(2) Only the grounds listed in paragraph 1 above shall cause the invalidity of the
company establishment, after it has been registered at the National Registration Centre.
(3) The absolute invalidity for one of the cases listed in paragraph 1 is found by the
court, and causes the company dissolution under this law, and the opening of solvent
liquidation procedures pursuant to Article 190 (1) or 192 of this law, unless an
insolvency procedure has been started.
(4) The relative invalidity for one of the cases listed in paragraph 1 is proclaimed
by the court. The proclamation of invalidity of the company shall not cause the company
dissolution under this law, if prior to the court decision mentioned in paragraph 3 of this
Article, the circumstance causing the invalidity has been corrected, if able to be
corrected, and such correction has been published by the company with the commercial
registry by means of publication provided for by the Law No. 9723, dated 03.05.2007 on
the National Registration Centre, amended.
(5) The court that reviews the claim for relative invalidity of the establishment of a
company, in the same process shall also verify if the ground that causes the invalidity
has been corrected, and such correction has been published pursuant to provisions of
paragraph 4 of this Article.
(6) The invalidity of the company under this Article shall not be relied as against
third parties that have acquired rights from the company, and shall not release
members/shareholder of the company form the obligation to pay the committed

44 This Article was added by Law No. 10475, dated 27.10.2011, “For an amendment to Law No. 9901 dated 14.04.2008
‘On Entrepreneurs and Commercial Companies’”, Article 1.
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