Page 92 - Albanian law on entrepreuners and companies - text with with commentary

Article 61
Representation
A limited partner may not represent the limited partnership.

Article 62
Liability of Limited Partners
(1) Up to the outstanding amount of his contribution, the limited partner shall be
personally liable to the creditors of the limited partnership. As far as the contribution
has been paid, liability is excluded.
(2) An unregistered increase of the registered contribution only has effect as
against creditors if the company informed them about the increase or if it has been
published in an ordinary way.
(3) Any agreement of the partners releasing a limited partner from paying his
contribution or postponing the payment is ineffective as against creditors.
(4) A reduction of contribution is also ineffective as against creditors as long as it
has not been registered, unless the creditor knew about it. Even if registered, the
reduction is without effect as against creditors’ claims which already existed at the
moment of registration.
(5) If a limited partner's contribution is returned to him, it is considered unpaid in
relation to creditors. The same applies if a limited partner is drawing a share of the
profit and his part of the capital becomes lower than the stipulated contribution.
(6) A limited partner shall not be bound to return profits which he received in
good faith based on a statement of accounts prepared in good faith.

Article 63
Entry of Changes of Contribution in the National Registration Centre
The partners must report any increase or reduction of the contribution of a limited
partner to the National Registration Centre in accordance with Article 43 (1) of Law No.
9723 on the National Registration Centre.

Article 64
Liability based on Legal Appearance

(1) A limited partner shall be liable like a general partner, if his name has been
included in the registered name of the limited partnership with his consent.
(2) A limited partner who has concluded an agreement with a third party in the
capacity of an authorized agent without indicating that he is acting in this authority,
shall be liable for this transaction like a general partner, unless he proves that the third
party knew about the limits to his authority or could, in view of evident circumstances,
not have been unaware of it.

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