Page 95 - Albanian law on entrepreuners and companies - text with with commentary

enterprise. The mandatory rules are minimal however if some provisions are needed by some
enterprises the Statute can be drafted in a way that the enterprise can capitalise its strength in
its best interests. As well as this the Model Articles of the LLC and the JSC form can be a
guide for the drafters of the Statute.

TITLE I
GENERAL PROVISIONS AND FORMATION

Article 68
Definition
(1) A limited liability company is a company founded by natural or juridical
persons who are not liable for the company’s commitments and which personally bear
losses only to the extent of any unpaid parts of stipulated contributions. Members’
contributions constitute the company’s basic capital.
(2) The capital of limited liability companies shall be divided between members in
a number of shares proportionate to the contribution given by each member. Each
member shall own only one share of the company. Co-owners of a share, pursuant to
Article 72 of this law shall be treated as one member. 105
(3) Limited liability companies may not offer their shares to the public.
(4) Legal relations between members may be freely designed in the Statute unless
this law provides otherwise.
(5) A member’s contribution may be in cash or in kind (movable/immovable
property or rights). The statute shall define the manner in which a contribution is paid.
(6) The members of a limited liability company shall evaluate contributions in kind
by mutual agreements and express their values in cash. Where no agreement can be
reached, every member may go to a competent court to appoint an evaluation expert
who shall render a binding decision. The members or expert’s report shall be filed with
the National Registration Centre, together with any additional information required for
registration.

Comments:

1. LLC assets are separated from their members’ private assets. In addition to that—and
contrary to partnerships—LLCs are liable for their debts with their own assets only. They are
therefore characterized by the absence of personal liability of the members vis-à-vis the
company's creditors. This is what ‘limited liability’ means. However, members must pay up
their contribution in order to benefit from limited liability. Otherwise they bear company
losses to the extent of any unpaid parts, Article 68 (1). Non-payment of the agreed

105 Amended by Law No. 129/ 2014, Article 8.
94