Page 89 - Albanian law on entrepreuners and companies - text with with commentary

(3) If the claim against the general partnership will be mature after registration,
prescription will start on the date of maturity.
(4) Any interruption of prescription towards the dissolved general partnership will
also apply towards those who were partners at the moment of dissolution.

Article 55
Prescription in Case of Exit of a Partner
A partner whose membership has terminated shall be liable for obligations of the
general partnership where incurred before termination if they will mature earlier than 3
years after that date. The term starts on the day on which termination was registered.

PART III
LIMITED PARTNERSHIPS

Comments:

1. The Limited Partnership is a very useful legal form for small and medium size
enterprises, especially family ones, because it allows the participation of partners who merely
want to make a limited investment without actively participating in the management of the
firm. There must, however, always be at least one person who is able and willing to personally
manage the firm and assume the responsibility of a general partner. 103 This person, on the
other hand, may benefit from the greater flexibility of the Limited Partnership form as
compared with a limited liability company.

2. The Limited Partnership differs from the general partnership mainly with regard to the
limited liability of limited partners. Limited partners are personally liable towards the
partnership's creditors only up to the outstanding portion of their contributions to the
partnership’s capital, Articles 56 (1), 62 (1). Therefore, by paying in their contributions,
limited partners may avoid further personal liability altogether. The idea is that, once the
contributions are transferred into the partnership’s assets, it is no longer necessary to hold the
limited partners liable to the extent of their personal assets. However, liability is excluded
only to the extent that the contribution has been paid, Article 62 (1). An unregistered increase
of the contribution only has effect as against creditors if the company informed them about it
or if it has been published in an ordinary way. That means that the creditors can only rely on
the extra amount guaranteed by the limited partner but not (yet) registered at NBC, if they
were told about it, Article 62 (2). Any agreement of the partners releasing a limited partner
from paying his contribution or postponing the payment is ineffective as against creditors,
Article 62 (3). The same is true for a reduction of contribution as long as it has not been

103 The ‘general partner’ or ‘unlimited partner’ is called ‘Komplementär’ in German legal language; the limited partner
‘Kommanditist’. Both terms have been adopted by almost all the legal languages in the region.
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