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Board of Directors

If the Albanian Joint Stock Corporation (“JSC”) is organized based on the one-tier system, the BoD is responsible for the general management of the Company, as well as the for the supervision of the Managing Directors (“MDs”) in the implementation of the management policies and directions set by the BoD. BoD members (other than the MDs) do not have legal representation powers and are not required to perform day-to-day management duties.

[...]

Division of Duties: The BoD members may be assigned to deal with specific areas (e.g. audit, remuneration policies, governance issues etc.) but such internal assignment does not release the individual BoD members from their overall duties under the Company Law.

Composition: The BoD is composed of at least 3 physical persons with full legal capacity (which may include the MDs). At all times the majority of the BoD must be independent and non-MDs. The MDs may not be appointed as Chairman of the BoD. Likewise, the MDs of a parent company may not be appointed as Chairman of the BoD in the subsidiary. Additionally, a person may not be appointed as BoD member in a Company, (i) if he/she is already a BoD member or a member in the Supervisory Board (“SB”) in 2 other companies registered in Albania (companies of the same group are counted as one company); (ii) if he/she is the MD of a parent or of a subsidiary of that Company; or (iii) if he/she is the MD of another company where an MD or fellow BoD member of the first company acts as BoD member or SB member. Finally, a person being condemned for certain criminal offences under the Albanian Criminal Code may not be appointed as BoD member.

Appointment/Dismissal Competence: Directors are appointed in the AoA (upon incorporation of the Company) and thereafter by a simple majority vote resolution of the General Meeting (“GM”). BoD members may be appointed for a maximal term of 3 years (reappointment is possible). The GM may dismiss the BoD members at any time. The liability of BoD members is not connected to their dismissal, but rather on the breach of a certain set of fiduciary duties they have against the Company pursuant to the Company Law. The dismissed Director may claim damages under the terms of his/her agreement with the Company, but cannot be reinstated as BoD member by the court.

Alternates: Albanian Company Law does not envisage alternates.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Albania on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Hoxha, Memi & Hoxha before actually changing any board members in Albania.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

(i) Convening notice;

(ii) Draft resolutions;

(iii) Supporting documents.

Yes, convening notice to be signed by party calling the GM (e.g. MDs).

At least 21 calendar days prior to the GM (unless the AoA require a longer notice period).

No.

No.

Yes, if all Shareholders consent.

Convening notice to be delivered to all Shareholders as set out in the AoA (including by email, if allowed in the AoA).

If the Company has a large number of Shareholders, the convening notice may be given through a publication in a daily newspaper with national coverage.
2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman of the GM and the Minute-keeper.

As set out in the convening notice (unless waived, cf. Step 1).

Yes.

No.

Yes, if written resolutions are allowed in the AoA.

The GM may be held by teleconference (or other means of distant communications), if the AoA so allows, provided that the identification of the Shareholders can be guaranteed.
3

Filing of application with the Albanian Commercial Register.

(i) Application form;

(ii) Minutes of the GM;

(iii) Power of Attorney to file application (if not made personally by the BoD member).

Yes, to be signed by the MD or an authorized representative (if the application is not filed personally by the BoD member).

Within 30 days of the GM.

Yes, original documents must be filed (unless certified copies are provided by the person filing the application).

No.

No.

Documents from foreign jurisdictions must be legalized, or bear the Hague Convention Apostille seal. Documents issued by foreign jurisdiction public bodies (i.e. commercial registry abstracts, etc.) must be recent (i.e. not older than 90 days form the filing date).
1
Step 1
>21 days*
2
Step 2
0 days
3
Step 3
0-30 days

0-51 days**

*However, less than 21 days is possible if Step 1 is waived.

**Originals and/or possible legalization may take addtional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

(i) Convening notice;

(ii) Draft resolutions;

(iii) Supporting documents.

Yes, convening notice to be signed by party calling the GM (e.g. MDs).

At least 21 calendar days prior to the GM (unless the AoA require a longer notice period).

No.

No.

Yes, if all Shareholders consent.

Convening notice to be delivered to all Shareholders as set out in the AoA (including by email, if allowed in the AoA).

If the Company has a large number of Shareholders, the convening notice may be given through a publication in a daily newspaper with national coverage.
2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman of the GM and the Minute-keeper.

As set out in the convening notice (unless waived, cf. Step 1).

Yes.

No.

Yes, if written resolutions are allowed in the AoA.

The GM may be held by teleconference (or other means of distant communications), if the AoA so allows, provided that the identification of the Shareholders can be guaranteed.
3

Filing of application with the Albanian Commercial Register.

(i) Application form;

(ii) Minutes of the GM;

(iii) Power of Attorney to file application (if not made personally by the BoD member).

Yes, to be signed by the MD or an authorized representative (if the application is not filed personally by the BoD member).

Within 30 days of the GM.

Yes, original documents must be filed (unless certified copies are provided by the person filing the application).

No.

No.

Documents from foreign jurisdictions must be legalized, or bear the Hague Convention Apostille seal. Documents issued by foreign jurisdiction public bodies (i.e. commercial registry abstracts, etc.) must be recent (i.e. not older than 90 days form the filing date).
1
Step 1
>21 days*
2
Step 2
0 days
3
Step 3
0-30 days

0-51 days**

*However, less than 21 days is possible if Step 1 is waived.

**Originals and/or possible legalization may take addtional time.
Download/print Checklist Fee quote
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Hoxha, Memi & Hoxha has provided all input about changing board members in Albania [...]

Hoxha, Memi & Hoxha is one of Albania's leading corporate law firms, assisting prominent domestic and international companies with professionalism and diligence. The as contributor to the drafting of the current company law, and other key business related legal acts in Albania, firm has an in depth knowledge and extensive experience in corporate law matters.

For more information about Hoxha, Memi & Hoxha and changing board members in Albania, please use the below contacts:

TEL: +355 4 2 274558
EMAIL: info@hmh.al
WEB: www.hmh.al