Page 82 - Albanian law on entrepreuners and companies - text with with commentary

Article 38
Representation of the General Partnership
(1) Each partner shall be entitled to represent the partnership, unless the Statute
otherwise provides.
(2) If partners represent the partnership jointly, declarations which are supposed
to be received by the company may be addressed to one of the partners entitled to
representation. Managing Directors entitled to represent the company jointly may
authorize some of them to carry out certain transactions or certain kinds of
transactions.
(3) Any exclusion of a partner from representation or decision on joint
representation as well as any change in a partner’s entitlement to representation shall be
reported for entry in the National Registration Centre.

Article 39
Notice and Revocation of the Right of Representation
(1) A representative may terminate his duties by reasonable notice taking into
account the other representatives’ ability to continue transactions.
(2) Authority for representation may be revoked by decision of the competent
court requested by the other partners, in particular in the cases of gross violation of
duties or incapacity to perform duties of representation regularly.

Article 40
Personal Liability of Partners
(1) Partners shall be personally, jointly and severally liable for the commitments of
the partnership to the total extent of their assets. Agreements to the contrary are
ineffective as against third parties.
(2) The claim of a personal creditor of the partner may be settled from the
partner's claims against the general partnership and from the partner’s interest in the
partnership. Claims can be executed according to Articles 581 to 588 of Law No. 8116 on
the Civil Procedure Code.

Comments:

1. Liability Structure. According to Article 40 (1), partners are personally liable for the
debts of the General Partnership. Their liability is joint and several as well as unlimited. Also
new partners are liable for all existing liabilities of the partnership, Article 42. It must be
noted that these provisions are bound to serve the protection of creditors in the external
relationships of the partnership.

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