Page 279 - Albanian law on entrepreuners and companies - text with with commentary

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 Directors may refuse to register the transfer of a share if the share is not fully paid or if
they do not approve the person of the transferee.
(3) If the Directors refuse to register a transfer of a share, they 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 was a joint holder, and his/her
personal representatives 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/her share; but
nothing herein contained shall release the estate of a deceased shareholder from any liability in
respect of any share which had been jointly held by him/her.
(2) A person becoming entitled to a share in consequence of the death or bankruptcy of a
shareholder may, upon such evidence being produced as the Directors may properly require,
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 of
the share, except that he/she shall not, before being registered in the company’s share registry as
the holder of the share, be entitled in respect of it to attend or vote at any meeting of the
company or at any separate meeting of the holders of any class of shares in the company.

Article 12: Increase and Reduction of Share Capital
(1) The Managing Director(s) may, for a maximum of three years from registration of the
company, increase the basic capital up to ……..……….[specify sum]. On expiry of this term
the permission must be renewed by the General Meeting with three quarter majority as set out in
Article 145 (1).
(2) Where new shares are issued the existing shareholders shall be offered the shares before any
new shareholders in accordance with Article 174. The offer of new shares shall be made to
shareholders on the basis of the number of shares held before the new offer. The offer to
existing shareholders must be accepted within 20 days.
(3) Any shares which, at the passing of the resolutions as of paragraph 1, have not been taken or
agreed to be taken by any person may be withdrawn and the share capital reduced by the
amount of the shares so withdrawn
(4) The General Meeting may, by qualified resolution as of the second sentence of paragraph 1,
reduce its share capital in conformity with the Law.

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