Page 290 - Albanian law on entrepreuners and companies - text with with commentary

Title II
Share Capital

Article 5: Initial Capital Amount and Payments
(1) The initial capital of this JSC is ……….….. Lek (at least 2.000.000), divided into
……… ordinary shares with a nominal value of … each. Founders acquire their shares in
the initial capital in accordance with their contributions as follows:
1. Founder A: …. contribution type: …. number and value of shares: …. paid up: …..
2. Founder B….
3. Founder C….
…
Total number of shares and initial capital: ……….. paid up: ……….
(2) 25% of contributions in cash shall be paid up immediately. Contributions in kind shall be
transferred to the Company before registration. Contributions in kind requiring any transfer
of ownership to the newly created JSC shall be transferred immediately after registration
with the NBC.
(3) Payments of cash contributions shall be made to the following account no. … in the …
Bank…
(4) The founders request the Court competent at the company’s seat to nominate a licensed
independent expert for the evaluation of the contributions in kind. The expert’s report will
be submitted to the NBC together with this Statute.

Article 6: Calls on Shares and Forfeiture
(1) The Managing Directors may make calls upon the shareholders in respect of any
contribution unpaid on their shares and each shareholder shall (subject to receiving at least
fourteen clear days’ notice specifying when and where payment is to be made) pay to the
company as required by the notice the amount called on his/her shares. A call may be
required to be paid by installments. A person upon whom a call is made shall remain liable
for calls made upon him/her notwithstanding the subsequent transfer of the shares in respect
of which the call was made.
(2) The joint holders of a share shall be jointly and severally liable to pay all calls in respect
thereof.
(3) If a call remains unpaid after it has become due and payable the person from whom it is
due and payable shall pay interest on the amount unpaid from the day it became due and
payable until it is paid at the annual rate of 4%.
(4) If a call remains unpaid after it has become due and payable the Managing Directors may
give to the person from whom it is due not less than thirty clear days’ notice requiring
payment of the amount unpaid together with any interest which may have accrued. The
notice shall name the place where payment is to be made and shall state that if the notice is
not complied with the legal consequences will be as provided by Article 124 (2) and (3) of
the Law.

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