Page 86 - Albanian law on entrepreuners and companies - text with with commentary

In the new text, the legal grounds for the dissolution are determined by the General
Meeting and, where the latter fails to do so, they may be determined by the court following an
application by any interested parties (e.g. creditors, minority partners, etc.).
In addition, the new text of Article 43 intends to address the issue deriving from the
provisions of the Insolvency Law, under which the court does not apply the bankruptcy if the
company assets are insufficient to cover the bankruptcy expenses. The implementation of the
Insolvency Law in practice has showed that there is a possibility for a company with assets
insufficient for covering bankruptcy expenses to remain registered at NBC because the
Insolvency Law does not grant the court the right to order the deregistration in such a case.
Under the new text, the court that is competent for the bankruptcy proceedings will also
decide in its order for the completion of bankruptcy proceedings for the dissolution of the
company, and communicate its decision to NBC, which will deregister the company from the
Company Register without performing any liquidation proceedings.

Article 44
Exit of a Partner
The following events do not lead to the dissolution of the partnership but to the exit
of a partner unless the Statute provides otherwise:
a) death of a partner;
b) opening of a bankruptcy procedure against a partner;
c) notice of exit given by a partner;
ç) notice given by a personal creditor of a partner in circumstances described by
Article 46;
d) decision of other partners;
dh) other cases provided by the Statute.

Comments:

The termination of membership of one of the partners does not call the existence of the
partnership’s business firm into question. This would be neither in the interest of workers, nor
of creditors. European partnership laws have therefore largely been changed so as to leave the
partnership normally unaffected by the termination of the membership of one of the partners,
unless the partners agree to the contrary.

Article 45
Partner’s Notice
If a partnership has been established for an indefinite period of time, a partner
may give 6 months’ written notice unless the Statute otherwise provides. A shorter
period of notice may not be unreasonably excluded.

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