Page 291 - Albanian law on entrepreuners and companies - text with with commentary
P. 291

(5) If the payment is not carried out within the deadline required by Article 124 (3), the
            share  in  respect  of  which  the  notice  was  given  may  be  withdrawn  by  a  decision  of  the
            Managing Directors and the withdrawal shall include all dividends or other moneys payable
            in respect of the withdrawn shares and not paid before the withdrawal.
            (6) The withdrawal of the share will lead to a capital reduction in accordance with Article
            186 of the Law.
            (7)  A person any of whose shares have been withdrawn shall cease to be a shareholder in
            respect of them but will remain liable to the company for all contributions which at the date
            of withdrawal were presently payable by him/her to the company in respect of those shares
            with  interest  at  the  rate  at  which  interest  was  payable  on  those  contributions  before  the
            withdrawal.

            Article 7: Types of Shares, Bonds, Rights and Restrictions
            (1) Subject to the provisions of the Law and without prejudice to any rights attached to any
            existing  shares,  any  share  may  be  issued  with  such  rights  or  restrictions  as  the  General
            Meeting by qualified resolution (three-quarter majority) determines.
            (2) The General Meeting may determine by the same qualified resolution to issue bonds the
            holders of which are guaranteed the right to conversion into shares or the pre-emption right
            in relation to shares (convertible bonds) and bonds connecting the rights of their holders to a
            shareholders' profit share (profit sharing bonds).

            Article 8:  Share Certificates
            Every shareholder shall be entitled, on payment of a sum to be determined by the General
            Meeting but not above ……………. (insert reasonable sum), to one certificate for all the
            shares of each class held by him/her. The company shall not be bound to issue more than
            one certificate for shares held jointly by several persons and delivery of a certificate to the
            representative  of  the  joint  holders  as  of  Article  121  (1)  of  the  Law  shall  be  a  sufficient
            delivery to all of them. The joint owners shall be listed on the share certificate. Article 117
            (2) applies.

            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 Supervisory Board elected by 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


                                                                             290
   286   287   288   289   290   291   292   293   294   295   296