Page 99 - Albanian law on entrepreuners and companies - text with with commentary

doing business by intentionally incurring new debts when he knows the company will never
be able to pay and therefore does not convene the General Meeting as required by Article 82
(3) not only risks the compensation claim of Article 98 (4), but also personal liability
according to Article 16. So do members who have the power to convince the Managing
Director to do so. This is another example of the way that the Company Law has replaced
capital raising and maintenance provisions by focusing on Managing Directors’ duties.
Another relief of the LLC from basic capital payments can be found in Article 41 NRC
Law: It repeals the ‘classical’ capital raising requirement that contributions in cash and kind
during LLC foundation must be partially or fully paid up. Article 41 NRC Law declares that
payment of subscribed capital does not constitute a condition for initial LLC registration
(unless special laws require it). However, the (‘external’) rule that non-payment of
contribution does not prevent the company from being registered and become operative as a
legal person, does not relieve members from their (‘internal’) obligation to make agreed
contributions when the company so requests. Non-payment of contributions may be a cause
for the member’s expulsion, Article 102.

Article 71
Transformation into a Single-Member Company
(1) When the number of members decreases to one, the single member shall
register the decrease and his name in accordance with Article 43 of the Law on the
National Registration Centre. If the single member fails to do so, he shall be personally
liable for the commitments the company assumes, from the day the registration should
have been made, until the day the registration is effectively made. 109
(2) From the time the change as of paragraph 1 is registered, the company
continues as a single member limited liability company.

Comments:

1. Under the original text of Article 71 (1) of Law No. 9901 when the number of members
decreased to one, the single member should register the decrease in accordance with Article
43 of Law No. 9723 of 3 May 2007 on the National Registration Centre, as amended.

2. During the 2011-2012 discussion process for the amendments to the 2008 Company
Law, some stakeholders considered this provision carefully. One issue was a translation
problem, English of the text said; “(1) When the number of members decreases to one, the
single member shall register the decrease and his name in accordance with Article 43 of the
Law on the National Registration Centre. If the single member fails to do so, he shall be
personally liable for the commitments the company assumes in the meantime.” This means
that the single member has a limited time when he is liable. The single member has no limited

109 Amended by Law No. 129/2014, Article 9.
98