Page 51 - Albanian law on entrepreuners and companies - text with with commentary

representation rights of legal representatives, and the protection of third parties that
do business with a company.

The amendments to Article 12 of Law No. 9901 are fully in line with the provisions of
Directive 2009/101/EC. The reference provisions of Directive 2009/101/EC in relation to
these issues have been elaborated by the doctrine and the European Courts.

Article 12
83
Competencies of Company Organs and Legal Representation
(1) The statute or a decision of the company may not change or limit the powers of
the company organs, arising under the provisions of this law. Any attempt to change or
limit to the powers of the company organs, which is not expressively allowed by this law,
may not be relied as against third parties, even if they have been disclosed in the statute
or pursuant to Law No. 9723, dated 03.05.2007 on the National Registration Centre,
amended.
(2) Companies shall be represented in relations with third parties by their legal
representatives, who shall act according to this law and the Statute. The legal
representation is valid for any kind of judicial and extra-judicial transaction, unless the
statute provides limitations to the power of the legal representative to solely represent
the company with respect to certain or all company relations with third parties. The
legal representative shall owe to the company compliance with any restrictions of their
powers of representation as established by the Statute or decision of other competent
company organs. Unless the company proves that the third party knew about the
limitations to the power of the legal representative to solely represent the company with
respect to certain or all company relations with third parties, or could, in view of evident
circumstances, not have been unaware of it, the limitation to the representation powers
of the legal representative may be relied as against third parties only if it is published
pursuant to Law No. 9723, dated 03.05.2007 on the National Registration Centre,
amended.
(3) Likewise, acts done by legal representatives shall be binding upon the company
even if those acts are not within the objects of the company, unless such acts exceed the
powers that the general law confers or allows to be conferred on them. The company
shall not be bound, if it proves that the third party knew that the act was outside those
objects or could, in view of evident circumstances, not have been unaware of it.
Publication by means of an amendment to the statute shall not of itself be sufficient
proof thereof, where that amendment has been made public in a manner other than
provided by the NRC Law.
(4) Any irregularity in the appointment of the representative shall not affect the
company’s liability to third parties unless the company proves that the third party had

83 The title of Article 12 as well as paragraph 1 and 2 of Article 12 are amended by Law No. 129/2014, Article 3.
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