Page 292 - 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.

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/her 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 this/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 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 transfer the share by contract 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 qualified resolution of the General Meeting.

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