Page 32 - Albanian law on entrepreuners and companies - text with with commentary

act, one of the founders may also have been induced to invest in the company by fraudulent
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actions of the other founders, or his consent may be vitiated pursuant to the Civil Code. All
these defects of the founders’ agreement are of civil nature, and, thus do not affect the
company validity but the relations between the founders.
Under Article 111 of the Civil Code, when the ground of invalidity affects only part of
the legal transaction, it will remain valid for the remaining parts, unless according to the
content of the transaction, these other parts are of indivisible nature with the invalid part. The
same principle should be applied for cases of defects of the legal transaction between
founders, and the validity of the company should not be affected, other than for cases listed
under Article 3/1 of the Company Law. Of course if one of the founders was not capable, or
his had other incapacities the company will be financially impacted by necessary restitution
measures. However, the Company Law provides appropriate measures and procedures in case
one or more founders claim the restitution of his investment due to invalid founders’
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agreement, and the company would not be able to legally liquidate a contribution or share,
other than through the measures and procedures envisaged by the Company Law. Any attempt
to force the company to liquidate contributions or shares to founders, other than through
appropriation Company Law procedures, would conflict with creditor protection principles of
the Company Law and EU company directives.
The third ground for company nullity provided by Article 3/1 relates to the objects
being unlawful. We will discuss in more detail the lawful object of the company in the
Comment to Article 7.

4. Letter ç) of Article 3/1 refers to the absence of certain company data in the statute of the
company. A necessity for clarification may arise with respect to the identification of the
company object. It must be clarified that letter ç) does not require the company to provide
specific details of its object, but instead letter ç) applies to cases where the statutes misses any
provisions related to the object. Therefore the registration of a company with general object
clause (i.e. any legal business) provided for in the Business Registration Law will continue to
be valid under letter ç) of Article 3/1 of the Company Law. The remaining parts, in our view,
are self-explanatory cases, and we will not discuss them further.

5. Letter d) of Article 3/1 refers to the case of companies with a subscribed capital lower
than the legal minimal amount required by the Company Law. First this ground does not
apply to partnerships, as the Company Law requires no minimal capital for such entitles. In
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addition, considering that the minimal capital for Limited Liability companies is symbolic
this nullity ground finds little relevance for this type of company. Therefore, the nullity
ground of letter d) of Article 3/1 is mostly relevant for joint stock companies, for which the
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Company Law requires a relevant amount for the minimal capital. It must also be clarified

55 For example violence, error, great necessity, etc.
56 For example partner or member withdrawal or expulsion for partnership and limited labiality company, and annulment
of shares for joint stock companies.
57 Currently 100 Albanian Lekë.
58 Currently 3.5 million Albanian Lekë.
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