Page 78 - Albanian law on entrepreuners and companies - text with with commentary

by partners’ contributions in cash or in kind; labour or services may also be contributed.
Partners are free to evaluate contributions according to their mutual agreement. In case an
agreement cannot be reached, the court may be requested to appoint an evaluation expert.

2. Voluntary expenses which a partner incurred in conducting the partnership’s business
shall be reimbursed by the partnership, Article 27. This includes also losses incurred including
those deriving from the realization of risks connected to the management activity.
Article 26 deals with the liability of partners to the partnership for damages caused
deliberately or by gross negligence when exercising their duties. This may bring about
‘derivative action’ if the Managing Director refuses to bring such claims on behalf of the
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company.
No partner may withdraw, transfer or pledge his interest without the approval of the
other partners, Article 30 (1). This rule is intended to protect the partnership against asset
stripping by the partners.

3. In absence of contrary agreements (Article 24), each partner is entitled to an equal share
of any profits and shall contribute equally to any losses resulting from the operation of the
General Partnership, Article 37 (2).
A partner whose membership is terminated, is entitled to receive from the General
Partnership what he would have received had the partnership been dissolved at the time of
termination, Article 49. A leaving partner’s financial interest is thereby properly protected and
the other partners are prevented from expropriating the leaving partner.

Article 26
Internal Liability
During the fulfilment of their obligations, partners shall be liable to the general
partnership for any damage caused deliberately or through gross negligence.

Article 27
Reimbursement for Expenses
Any partner shall have the right to claim from the general partnership
reimbursement of expenses which he incurred in conducting the partnership's business
and which are necessary in view of the operating circumstances.

Article 28
Delay of Payment of Contributions

Any partner who:
a) fails to pay his due contribution in cash or in kind within the term set in the
Statute; or who

99 See Comments to Article 10 above.
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