Page 85 - Albanian law on entrepreuners and companies - text with with commentary

(5) The dissolution of the partnership in cases envisaged by letter b) of paragraph
1 of this Article, shall be resolved by the court being competent for bankruptcy
procedures, when upon completion of such procedures, all of the assets of the
partnership have been liquidated for the collective settlement of its liabilities towards
creditors, or when the competent court rejects the request for bankruptcy on grounds
that the assets of the partnership are not sufficient for covering costs of the bankruptcy
procedure.
(6) The dissolution of the partnership in cases envisaged by letter ç) of paragraph 1
of this Article shall be resolved by the court competent, pursuant to Article 3/1 of this
law.

Comments:

Partners are free to dissolve the partnership at their will. In 2012 during the review of
the Company Law some participants were troubled about Article 43, initial form. There were
several problems:

a) There was a lack of clarity between the original text of Article 43 of the Company
Law and the Article 46 NRC (today: Business Registration) Law. Article 43
initially said that the partnership/company should be dissolved if it had not carried
out any business activities for two years however there was no provision to say
which institution had the power and obligation to check which enterprise were
engaged in any economic activities for two years.
b) There was uncertainty about who should be entitled to dissolve the
company/partnership.
c) There was no provision for allowing third parties to be involved in the process.
d) There was no way to dissolve the partnership when there were not sufficient
assets to cover the liquidation process.
e) A consequential amendment for nullity was needed to align Article 11/1, Article
43 and Article 190.

Therefore, Article 7 of the amending Law No. 129/2014 has reformulated the causes for
dissolving general and limited partnerships, which are listed in Article 43 of Law No. 9901.
Firstly, the new text of Article 43 is intended to be aligned with the new provisions of
Article 3/1 in terms of incorporation nullity. In addition, this Article addresses, inter alia, the
issue raised by the stakeholders in relation to those cases where a company cannot continue its
operation (e.g. where its bodies do not manage to function regularly for various reasons, such
as the failure to reach an agreement in the General Meeting, the failure to achieve its objects,
etc.) and the issue raised by the stakeholders in relation to who the persons authorized for
initiating company dissolution proceedings are.

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