Page 55 - Albanian law on entrepreuners and companies - text with with commentary

ç) by the Board of Directors or Supervisory Board in case of members of the Board
of Directors or Supervisory Board in joint stock companies.
Any generalized approval must be registered with the National Registration
Centre.
(3) The approval referred to in paragraph 2 shall also be required for any legal
agreement on behalf of the company with persons who have a personal or financial
relationship with the representative or supervisor, or engage in activities that could
reasonably be expected to affect the representative’s or supervisor’s judgment contrary
to the interests of the company. The following persons are presumed to have one or
more of the interests listed above:
a) his spouse, or/and parents, brother or sister of his spouse;
b) his child, parent, brother, sister, grandchild or a spouse of any of the foregoing;
c) persons related to the representative or supervisor. Such related persons are a
relative of direct vertical lineage and horizontal lineage to the second level of kinship,
adopter and adoptee, a spouse’s relative to the first level of kinship; and
ç) an individual having the same home as the representative or supervisor.
(4) The persons requiring approval for a transaction as of paragraphs 2 and 3 may
not vote on the approval of the transaction and are not calculated in the quorum.
(5) The Board of Directors or Supervisory Board of joint-stock that have approved
a transaction provided for under paragraphs 2 and 3 of this Article, shall notify to the
assembly of shareholders without delay, but no later than 72 hours, the approval of the
transaction as well as the terms of the transaction and the nature and scope of the
interests of the persons involved. In case of joint stock companies with public offer, such
notification shall also be also placed within the above term, in the company’s website,
without prejudice to other disclosures of the approved transaction that may be required
for joint stock companies with public offer under Law No. 9879, dated 21.2.2008 on
Securities, etc. Within 6 months after the notification of an authorization mentioned in
paragraphs 2 and 3 of this Article, the General Meeting may request the transaction to
be voided by a court decision, if it considers the approval given in serious breach of the
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law or the statute.
(6) Any transaction requiring approval as of paragraphs 2 and 3 shall be disclosed
in the annual accounts, such disclosure to include the terms of the transaction and the
nature and scope of the interests of the persons involved.
(7) An individual managing his single member company may not enter into
contracts with the company concerning loans and guarantees. Other contracts he
concludes with his company shall be recorded by minutes to be kept at the company’s
head office. In case of non-compliance with the obligation to record the contract, the
company will be liable to a fine not exceeding 15,000 Lekë. If such an administrative

87 Amended by law No. 129/2014, Article 4.
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