Page 63 - Albanian law on entrepreuners and companies - text with with commentary

c) in the case under letter c) of paragraph 1 of this Article, up to a value equal to
the total amount of outstanding company obligations incurred after the moment he/she
know or must have known of the situation described in letter c) of paragraph 1 of this
Article;
(3) In case one or more of the above violations have been jointly committed by
more than one of the persons listed in paragraph 1, than persons committing the
violations shall be jointly and severally liable towards the third parties, including public
authorities.
(4) Persons mentioned in paragraph 1 shall be personally liable under this Article
towards third parties, including public authorities, only if their actions as described
herein, has been ascertained by final court decision.
(5) Person mentioned in paragraph 1, shall not be personally liable under this
Article towards third parties, who, when the company became committed to them, were
aware of these infringements, or could not in view of evident circumstances have been
unaware of them.
(6) Any claim against persons mentioned in paragraph 1 must be brought within 3
90
years from committing the infringement.”

Comments:

1. The separation of a company’s legal personality from the personality of its members is a
legal concept provided for in the law that aims at promoting business investment. By
separating a company’s legal personality from that of its members the law also limits the
liability risk that the members of a limited liability or joint-stock company may have as a
result of an unprofitable investment, since it provides that their personal liability for their
company’s obligations extends up to the unpaid part of subscribed contributions.
The limitation of members’ personal liability is not a fundamental right but rather a
privilege recognized by the Law. Based on the above, company members enjoying the
privilege of limited liability therefore have to use it for lawful purposes and not abuse it in
unfair way.
On the basis of this principle, Article 16 of Law No. 9901 contains one of the novelties
that the Company Law of 2008 introduced. Article 16 introduced the principle of piercing the
corporate veil principle in the Albanian legislation, a principle which was initially developed
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92
by the US case law and further in Europe.
According to this principle, if the persons enjoying the privilege of limited liability
provided by a company use it for unlawful purposes or abuse it in way that is detrimental to

90 Amended by law No. 129/2014, Article 5.
91 See Peter B. Oh, University of Pittsburgh School of Law, Veil-Piercing; http://poseidon01.ssrn.com/delivery.php? pdf;
92 See the collection of the jurisprudence of the Federal Court (Bundesgerichtshof – BGH) in civil law rulings, volume
151 (2002), p. 181 et seq. (BGHZ 151, 181 et seq.). For UK, see case Jones v. Lipman [1962] 1 All ER 442;
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