Civil Code of the Republic of Albania (1994, as amended 2001) (excerpts related to Freedom of Association) (English)
CIVIL CODE
OF THE REPUBLIC OF ALBANIA
LAW Nr. 7850, date 29.07.1994
[...]
B. Associations
Establishment of Associations
Article 39
The Association is a juridical person that is created upon the free will of five or more
physical persons or not less than two juridical persons following a special objective, legal,
and to the good and benefit of the public or its members.
Article 39/1
An association has the right to own movable and immovable assets, to generate income
through the management of these assets and to exercise other activities, in accordance with
law and with the purpose and object of the activity of the association provided in its charter.
The income generated by the association shall be used only to accomplish activities
provided in the purpose and object of the activity provided in its charter.
It is not permitted for an association to perform profit-making activities.
Article 40
The act for the creation of an association is registered in court on the application of
its founders The rules for the organization and functioning of an association are set out in its
charter, which shall be drawn up in writing and shall in particular contain:
a) the name and the purpose of the association, its headquarters and the territory
where it will exercise its activity;
b) the conditions of admission and removal of members, as well as their rights and
obligations;
c) the managing organs of the association, the way they are established and their
competencies;
ç) the terms, the means of notification and competencies of the general meetings
and the delegates meetings;
d) the source of its material means/funding, as well as the contributions and dues
each member has to pay;
dh) the way the statute shall be amended and the association shall terminate.
Article 41
An association is established by a meeting of the founders, where the charter is
approved and its steering organs are elected. On its request, the association is registered in
court in the manner provided by law.
The court shall check that the statute complies with the law.
Article 42
An association acquires the quality of a juridical person from the day it is registered
in court. Until the day of registration, the founders of the association may perform the
actions necessary to establish it and fulfill the conditions for its registration.
Article 43
An association has the right to establish branches wherever it deems it reasonable to
achieve the purpose and object of the activity of the association.
Article 43/1
The cases and the ways of the supervision of the activity of associations by the
competent state organs are expressly provided by law
Organization of the Association
Article 44
The general meeting of the members or their representatives, is the highest organ of
association.
It is convened by the managing organ, in accordance with the respective provisions
of the statute, and when one fifth of the members demand it.
Article 45
The general meeting decides on the admission or removal of members and all other
matters, not within the jurisdiction of any other organ of association.
In particular, it exercises the supervision of income and the activity of the
association, as well as over the property objects of the association.
Article 46
All members of an association shall be entitled to an equal right to vote in the
general meeting.
A member of an association does not take part in the discussion and voting in cases
when he himself or his spouse, children, relatives or in-laws are in a conflict of interests
with the association, related to an item on the agenda.
Decisions on amending the charter and dissolving the association are approved by a
majority of all the members of the association, except when a higher voting majority is
provided in the charter.
Article 47
It shall be the right and duty of the managing organ to take care of the association's
interests, to protect those, as well as to represent the association in conformity with the
competencies provided in the statute.
Membership in the Association
Article 48
The admission of new members, who meet the necessary requirements, may be
conceded at any time.
The right to resign is guaranteed, provided notice of resignation be presented at
least six months before the end of the calendar year, or within the term specified in the
statute.
Article 49
The rights to membership in an association may not be alienated or assigned by
inheritance.
Article 50
A member who leaves or is expelled from an association is responsible for its
obligations to third parties until the moment of leaving and has no rights to its movable and
immovable assets.
Article 51
Each member shall be entitled to reject any decision of association which does not
comply with the law or the statute.
Such rejection may be raised within a month from the day in which the member was
notified on the decision.
Dissolution
Article 52
An association is dissolved:
a) on the decision of the general meeting of its members;
b) when the number of its members is below the minimum required in this Code or in
its charter;
c) when the purpose of the association is fulfilled or can no longer be fulfilled;
ç) when it is proved that the association has conducted illegal activities;
d) in other cases provided by law.
In the cases provided by law, the court may decide on the dissolution of the
association, on the request of any member of the association, its decision-making organs,
or the competent state organs.
Article 53
When the dissolution of an association is decided, it is placed in liquidation and deregistered
in accordance with the rules provided by law.
Article 53/1
After taking the opinion of the subject who has asked for the dissolution of the association, the
court decides on the destination of the assets that remain after its dissolution, in conformity with
the rules provided in its charter, and also taking account of their destination and the fundamental
purpose for which the association was created.
FOUNDATIONS
Method of Formation/Establishment
Article 54
A foundation is a juridical person without membership having the object of achieving a
lawful purpose by using its property for the good and in the interest of the public.
Article 55
Foundations are created by natural or juridical persons, by a notarized act or by a will.
The act of creation of a foundation, on the request of the founders, is registered in court.
An establishment act shall determine especially the names of founders, the purpose
of the foundation, initial capital contributions (cash, vouchers, movable and real estate),
sources and methods of financing, managing organs and their competencies, as well as the
names of the members of the administration.
Article 56
A foundation acquires the quality of a juridical person from the day of its registration in
the court. Until the day of its registration, the founders of the foundation or the executor of the
will may perform actions necessary to establish it and to fulfill the conditions for its registration.
Article 56/1
A foundation has the right to own movable and immovable assets, to generate income by
administering the assets and to exercise other activities, in conformity with law and the purpose
and object of the activities provided in the charter of the foundation.
The income generated by the foundation shall be used only to accomplish activities provided
in the purpose and object of the activity provided in its charter.
It is not permitted for a foundation to perform profit-making activities.
Article 57
Prior to the registration or the start of the respective activity, the founders may
repeal the establishment act of the foundation.
The heirs or the creditors of the founders may object the establishment act of the
foundation.
Operation/Exercise of the activity of the foundation
Article 58
The establishment act of a foundation shall determine the organs of the foundation,
their method of establishment, and their powers.
Every foundation exercises its activity based on the provisions of legislation in force
and its establishment act.
Article 59
The cases and ways of supervision of the activity of foundations by the competent
state organs by the state competent organs are expressively provided by law.
Article 61
Property disputes/conflicts,in which the foundation is a party, shall be resolved by
the competent court.
Article 62
A foundation is dissolved:
a) on the decision of its highest decision-making organ;
b) when the purpose for which the foundation was established is fulfilled or can no longer be
fulfilled;
c) when it is proved that the foundation has begun to perform illegal activities;
ç) in other cases provided by law.
In the cases provided by law, the court may decide on the dissolution of the
foundation on the request of its founder, the decision-making organs of the association,1
or the
competent state organs.
Article 63
After taking the opinion of the subject who has asked for the dissolution of the
foundation, the court decides on the destination of the assets that remain after its dissolution, in
conformity with the rules provided in the charter, and also taking account of their destination and
the fundamental purpose for which the foundation was established.
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UPDATED WITH THE LAW:
8536 DT. 18.10.1999
8781 DT. 03.05.2001