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Managing Directors

The management of an Albanian Joint Stock Corporation (“JSC”) is conducted by a Board of Directors (“BoD”) and by one or more Managing Directors (“MDs”) if the Company is organized based on a one-tier system (meaning MDs may also be BoD members). If the Company is organized based on a two-tier system, the management is performed by one or more MDs, who are supervised by the Supervisory Board (“SB”). MDs have the legal representation of the Company for all judicial and extra judicial matters. In case more than one MD is nominated, each MD has the same legal representation powers, unless the representation power is limited by a joint signature requirement contained in the AoA or in a subsequent resolution of the appointing body (depending on the management system applicable to the Company).

[...]

Division of Duties: Internally, MDs could be assigned to manage specific areas (e.g. finances, operations, etc.) but such internal assignment does not release the individual MD form their overall management duties under the Company Law.

Composition: All MDs must be physical persons with full legal capacity. The MDs of a parent company may not be appointed as MDs of the subsidiary, and any such appointment is null and void. A Company is deemed a parent, if it has at least 30% of the voting rights in the subsidiary, or the power to elect at least 30% of its management/supervisory bodies. In addition, a person being condemned for certain criminal offences under the Albanian Criminal Code may not be appointed as MD.

Appointment/Dismissal Competence: MDs are appointed in the AoA (upon incorporation of the Company) and thereafter by the BoD (if the Company is managed according to the one-tier management system). If the Company is managed according to the two-tier management system, MDs are appointed by the SB (unless the AoA reserves to the GM the right to directly appoint the MDs). MDs are appointed for a maximal term of 3 years (reappointment is possible). The appointing body may dismiss the MDs at any time. The liability of MDs is not connected to their dismissal, but rather on the breach of a certain set of fiduciary duties they have towards the Company pursuant to the Company Law. The dismissed MD may claim damages under the terms of his/her agreement with the Company, but cannot be reinstated as MD 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 (by General Meeting)
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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) MDs signature sample (if new appointment);

(iv) Power of Attorney to file application (if not made personally by the MD).

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

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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Appointment (by Board of Directors/Supervisory Board)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD/SB Meeting.

Convening notice.

Yes, to be signed by the party convening the BoD/SB (e.g. MDs, BoD/SB members, as provided by the AoA or the BoD/SB Bylaws).

As set out in the AoA or the BoD/SB Bylaws.

No.

No.

Yes, if allowed in the AoA or BoD/SB Bylaws.

The Company Law contains no specific provisions regarding BoD/SB Meeting, as these matters are regulated by the AoA or BoD/SB Bylaws.
2

BoD/SB Meeting.

Minutes of the BoD/SB Meeting.

Yes, to be signed by the Chairman of the BoD/SB 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 or BoD/SB Bylaws.

The BoD/SB Meeting may be held by teleconference (or other means of distant communications) if the AoA or BoD/SB Bylaws so allows, and provided the identification of BoD/SB members can be guaranteed.
3

Filing of application with the Albanian Commercial Register.

(i) Application form;

(ii) Minutes of the BoD/SB Meeting;

(iii) MDs signature sample (if new appointment);

(iv) Power of Attorney to file application (if not made personally by the MD).

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

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
As set out in the AoA
2
Step 2
0 days
3
Step 3
0-30 days

0-30 days + as set out in the AoA*

*Originals and/or possible legalization may take addtional time.
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Dismissal (by General Meeting)
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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 MD).

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

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
0-21 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 (by Board of Directors/Supervisory Board)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD/SB Meeting.

Convening notice.

Yes, to be signed by the party convening the BoD/SB (e.g. MDs, BoD/SB members, as provided by the AoA or the BoD/SB Bylaws).

As set out in the AoA or the BoD/SB Bylaws.

No.

No.

Yes, if allowed in the AoA or BoD/SB Bylaws.

The Company Law contains no specific provisions regarding BoD/SB Meeting, as these matters are regulated by the AoA or BoD/SB Bylaws.
2

BoD/SB Meeting.

Minutes of the BoD/SB Meeting.

Yes, to be signed by the Chairman of the BoD/SB 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 or BoD/SB Bylaws.

The BoD/SB Meeting may be held by teleconference (or other means of distant communications) if the AoA or BoD/SB Bylaws so allows, and provided the identification of BoD/SB members can be guaranteed.
3

Filing of application with the Albanian Commercial Register.

(i) Application form;

(ii) Minutes of the BoD/SB Meeting;

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

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

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
As set out in the AoA
2
Step 2
0 days
3
Step 3
0-30 days

0-30 days + as set our in the AoA*

*Originals and/or possible legalization may take addtional time.
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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