Page 76 - Albanian law on entrepreuners and companies - text with with commentary

discussed in our Comments on representation. Article 1089 (2) Civil Code requires that third
parties must be appropriately informed of any agreement establishing liability of all or single
partners. After the establishment of the NRC (today: NBC) and mandatory registration for
simple partnerships, ‘appropriate information’ can only mean disclosure of any data according
to Article 22, 28 (2), 31, and 43 NRC Law (regarding any changes of previously submitted
data). Third parties are basically protected here by Article 21 (2): in the first 15 days after
publication they may prove it was impossible for them to have knowledge hereof. However,
as regards the limitation of liability on who acted for the company, the generalized third party
protection of Article 12 (2) to (4) applies accordingly and without regard to the effects of
publication.
Third parties are not required to prove here that they could not know of the limitation
envisaged of Article 1089 (1) in spite of the information. Instead, any limitation agreement of
this kind will not affect the relationship with third parties and will bind the partnership unless
the partnership proves that the third party knew of the agreement or could, in view of evident
circumstances, not have been unaware of it. This means that the partnership would have the
burden of proof of establishing that the third party had knowledge here. Article 1089 (2) Civil
Code requires amendment in this respect. The courts would be required to apply the provision
from now on in the fore-mentioned form. Of course if simple partnerships were released from
registration, the effects of non-registration on third parties would not exist (see above
Comments under 1.). The partnership would bear the burden of proof though for having
‘appropriately informed’ third parties.
The situation is different as regards Article 1112 Civil Code. The exit of a partner must
now be reported to the NBC as a change of data required by Article 43 Business Registration
Law. As regards third parties, the rule of Article 21 (2) Business Registration Law applies.
Article 1112 must be interpreted accordingly.

TITLE I
GENERAL PROVISIONS

Article 22
Definition
A company is a general partnership if it is registered as such, conducts its business
under a common name and the liability of partners towards creditors is unlimited.

Article 23
Registration
(1) A general partnership registers in accordance with Article 26, 28, 32 and 33 of
Law No. 9723 dated 03.05.2007 on the National Registration Centre.

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