Page 84 - Albanian law on entrepreuners and companies - text with with commentary

Article 42
Liability of a New Partner
Any person who becomes a partner in an existing general partnership assumes the
liabilities of the partnership, including pre-existing liabilities. Agreements to the
contrary are ineffective as against third parties.

TITLE IV
DISSOLUTION OF GENERAL PARTNERSHIP AND EXIT OF PARTNERS

Article 43
Grounds for Dissolution 102
(1) The general partnership shall dissolve:
a) upon expiry of the period for which it was established;
b) upon completion of bankruptcy procedures, or if its remaining assets are not
sufficient for covering costs of the bankruptcy procedures;
c) if its objects becomes unachievable due to continued failure of functioning of
company organs, or for other grounds that make the continuation of the business
absolutely impossible;
ç) in case of invalid incorporation pursuant to Article 3/1 of this law;
d) in cases provided for by Article 47 of this law;
dh) in other cases provided by the statute;
e) in other cases provided by the law;
ë) upon resolution of the partners;
(2) The dissolution of the partnership for one or more of the grounds described in
letters a), c), d), dh) and e) of paragraph 1 of this Article is resolved by the majority of
the partners, whereas for letter ë) of paragraph 1 of this Article, a unanimous resolution
of the partners is required.
(3) If the partners fail to take the necessary decisions for the dissolution of the
partnership on grounds listed in letters a), c), d), dh) and e) of paragraph 1 of this
Article, any interested party may, at any time, ask the competent court to order the
dissolution of the partnership.
(4) Notwithstanding the above, the existence of one or more of the grounds listed in
letters a), c), d), dh) and e) of paragraph 1 of this Article shall not cause the dissolution
of the partnership, if prior to the court decision mentioned in paragraph 3 of this
Article, the circumstance causing the dissolution has been corrected, if able to be
corrected, and such correction has been published by the company with the commercial
registry by means of publication provided for by the Law No. 9723, dated 03.05.2007 on
the National Registration Centre, amended.

102 Amended by Law no. 129/2014, Article 7.
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