THE PRINCIPLE OF SHAREHOLDERS’ LIMITED LIABILITY AND ITS EXCEPTION IN ALBANIAN COMPANY LAW

Abstract

The separation of company’s legal personality from the personality of its partners/shareholders is a legal artificial creature created in order to promote commercial investments. By separating the legal personality of the company from personality of its partners/shareholders, it is reduced the liability risk that partners/shareholders might have, due to a not efficient investment, providing that their personal liability for commercial liabilities of the company extends up to the unpaid part of subscribed contributions. Notwithstanding the multiple efforts to strengthen the protection of investors in this area, their risk limitation up to a certain limit, is of significant importance, in order to make the whole system operate on interest of the economy and of the society in general. The Law “On Entrepreneurs and Commercial Companies” has introduced significant modifications in relieving the partners/shareholders from restricted liability and extending the level of liability that they must bear towards third parties in some specific circumstances. In the present research paper, through a critical review, special attention has been paid to these provisions not only for the important consequences but also for the fact that, there have been noticed legal uncertainties and lack of legal treatment, for which there may be offered the possible solutions.