Supervisory Board

If the Albanian Joint Stock Corporation (“JSC”) is organized based on the two-tier system, the Supervisory Board (“SB”) is responsible for the supervision of the management of the Company performed by the Managing Directors (“MDs”). SB members do not have legal representation powers, nor do they have any management duty.

[...]

Division of Duties: The SB 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 SB members from their overall duties under the Company Law.

Composition: The SB is composed of at least 3 physical persons with full legal capacity. At all times the majority of the SB members must be independent. The MDs of the Company may not be SB members. Additionally, a person may not be appointed as SB member in a company, (i) if he/she is already a member of the Board of Directors (“BoD”) or a SB member 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 another group company; or (iii) if he/she is the MD of another company where an MD or fellow SB 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 SB member.

Appointment/Dismissal Competence: SB members are appointed in the AoA (upon incorporation of the Company) and thereafter by a simple majority vote resolution of the General Meeting (“GM”). SB members may be appointed for a maximal term of 3 years (reappointment is possible). The GM may dismiss the SB members at any time. The liability of SB members 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 SB member may claim damages under the terms of his/her agreement with the Company, but cannot be reinstated as a SB member by the court. If the AoA so provides, one or more SB members may also be appointed by the Company employees (this, however, happens very rarely in practice).

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
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 SB member).

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

Dismissal
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 SB member).

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