Page 80 - Albanian law on entrepreuners and companies - text with with commentary

to pursue a common purpose jointly. Abandonment of duties is therefore strictly limited;
above all, it requires ‘important reasons’.
Since all partners are jointly and severally liable for the partnership’s debts, it is only
logical that Article 31 provides that all partners participate in the management of the
partnership (unless all the partners agree to the contrary). This is an indispensable safeguard
against oppression of some partners by others.

Article 32 (1) provides for the partners’ individual right to take management decisions.
2.
This is necessary for practical purposes. Consequently, each managing partner may also
object to management decisions taken by other partners.
The scope of the partners’ authority to take management decisions is limited to the
regular business objects, Article 33 (1). Otherwise the approval of all partners is necessary,
Article 33 (2). Any decision that fundamentally affects the basis of the partners’ cooperation
is therefore to be taken by the partners collectively. Article 36 (1) normally requires
unanimity. The statute may derogate from this requirement by providing for decision-making
by majority, Article 36 (2). All these provisions reflect a proper balancing of partners’
interests and the practical requirements of operating a business firm.
The right of representation is normally exercised by the partners individually, unless the
partners provide for joint representation, Article 38. In the latter case, each partner’s right to
represent the partnership is limited. However, third parties relying on the rule of partners’
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individual right of representation are protected by the rules expressed by Article 12. That
means that the partnership and all the partners remain liable.

Article 32
Management by More than One Partner
(1) If all or several partners are vested with the management right, each of them
shall have the right to act independently, unless the other Managing Directors contest
the action.
(2) If the Statute provides that Managing Directors may act only jointly, the
approval of all Managing Directors shall be required for each transaction, except if
deferment poses a hazard to the partnership.
(3) If the Statute provides that a Managing Director is bound to abide by
instructions of another Managing Director and considers instructions given to be
inappropriate, he shall notify the other Managing Directors for the purpose of deciding
jointly on the transaction, unless deferment poses a hazard to the partnership.

100 See above Comments on the referenced Article.
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