Page 93 - Albanian law on entrepreuners and companies - text with with commentary

(3) A limited partner shall be liable like a general partner if he acts contrary to the
second sentence of the first paragraph of Article 59.

Article 65
Liability Prior to Registration
Should the founders of a limited partnership assume commitments in connection
with the business of the partnership prior to its entry in the National Registration
Centre, a limited partner who agreed to assume such commitments shall be liable like a
general partner, unless he proves that the creditor knew about any limits to his
commitment or could, in view of evident circumstances, not have been unaware of it.

Article 66
Liability of a New Limited Partner
A limited partner who joins a limited partnership after its formation shall be liable
according to Article 62 for the partnership commitments entered into before his entry.

Article 67
Termination of Partner Status and Transformation of Legal Form
(1) A limited partnership shall not dissolve in the event of death of a limited
partner or dissolution of one or more limited partners.
(2) If all general partners withdraw from a limited partnership, the partnership
must be dissolved and liquidated based on provisions of this law.
(3) If all limited partners withdraw from a limited partnership, the company may
continue as a general partnership or, when only one general partner remains, as the
business of an entrepreneur.
(4) The changes referred to in paragraphs 1 to 3 must be reported to the National
Registration Centre.
(5) After dissolution, solvent liquidation of the Limited Partnership shall be
carried out in accordance with Articles 190 to 205.

PART IV
LIMITED LIABILITY COMPANIES

Comments:

1. The aim of the 2008 Company Law is to provide a modern, clear and up-to-date
corporate governance system capable of attracting foreign investment. In seeking to achieve
this, the Law applies a radical change in the design of Limited Liability Companies (LLCs) as
compared with the LLC concept of the previous Company Law No. 7638.

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