Page 87 - Albanian law on entrepreuners and companies - text with with commentary

Article 46
Notice by a Personal Creditor
If a personal creditor has failed to achieve satisfaction of a court order made
against the partner he may give 6 months’ written notice of the liquidation of the
relevant partner’s interest. Paragraph 2 of Article 40 applies accordingly.

Article 47
Dissolution by Court Decision
Pursuant to a complaint filed by a partner, the partnership may be dissolved by
court decision on reasonable grounds, and in particular if another partner has failed
deliberately or by gross negligence to perform any duty established by the Statute or if
the performance of such a duty has become impossible.

Article 48
Exclusion of a partner
Under the circumstances set out in Article 47, the court may, pursuant to the
complaint of the other partners, decide to exclude the partner concerned instead of
dissolving the general partnership.

Comments:

As regards the standard to be developed here by the courts, see also below Article 102
on the expulsion of LLC members.

Article 49
Arrangement for Accounts on Exit of a Partner
(1) The interest of each partner who leaves the general partnership will be
distributed among remaining partners except when exit is due to bankruptcy, creditors
notice or to other cases provided by the statue. The remaining partners are obliged to
pay him or his heirs or personal creditors the amount he would have received if the
general partnership was dissolved at the time of his exit taking account of outstanding
transactions.
(2) If the value of the assets of the general partnership is not sufficient to cover the
partnership's commitments, the exiting partner or his heirs shall be liable for the
missing amount in proportion to his share in bearing losses.
(3) In case of exclusion as of Article 48, any damage occurred to the company from
the breach of duty of the excluded partner may be deducted from the amount due as of
paragraph 1.

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