Page 69 - Albanian law on entrepreuners and companies - text with with commentary

Managing Director’s actions or omissions causes the cases listed in Article 16 will be held
liable to pay any damages with its assets. In those cases, the liability of the controlling legal
person and its Managing Director is a joint one.

Article 17
Prohibition of Competition
(1) No partner in a general partnership, general partner in a limited partnership,
no member or Managing Director in a limited liability company, and no Managing
Director or member of the Board of Directors of a joint stock company may have that
status or be employed in any other company operating in the same business sector, nor
may they be entrepreneurs engaging in that kind of business.
(2) The Statute may provide that the prohibition referred to in paragraph 1 may
be abrogated by an extraordinary case by case authorization given by partners in
accordance with Article 36 or General Meetings of members or shareholders with a
three quarters majority in accordance with Articles 87 or 145.
(3) The Statute may also provide that the prohibition referred to in paragraph 1 is
to remain in force after the loss of the status referred to in that paragraph, but for no
longer than one year.
(4) Should any person referred to in paragraph 1 be in breach of the competition
clause, the company concerned may:
a) expel the person concerned from the company;
b) request cessation of the rival activity;
c) claim damages.
(5) Instead of claiming damages, the company may request the following of any
person referred to in paragraph 1 of this Article:
a) to accept transactions made on its own account as being transactions made on
account of the company;
b) to transfer to the company any benefits resulting from transactions made on
somebody else’s account;
c) to transfer to the company any claims stemming from the transactions made on
somebody else’s account.
(6) Claims to enforce the rights of the company must be brought within three years
after the date of the realization of the infringement. Paragraph 3 of Article 10 applies
accordingly.

Comments:

1. Article 17 introduces for the first time a prohibition of competition clause and
respective claims into Albanian Company Law. Paragraph 1 protects the company, both
against competition carried out by persons working in another firm with insider knowledge

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