What you need to know about company incorporation and setting-up new business in Macedonia?

Sandra Velovska Partner, Health, Public Offerings, Private Placements & Corporate Governance & Compliance

The current Company Law is effective since 2004. The amendment to the Company Law in 2005 facilitated the start of the Central Register at the beginning of 2006, as the body authorized to perform all company registrations and the institution to maintain the all companies Trade Register. This is the primary law regulating business activity in Macedonia. Under the Company Law, companies are formed as separate legal entities that operate independently and are distinct from their founders, shareholders and managers. Macedonia has introduced a ONE-STOP-SHOP SYSTEM that enables investors to register their businesses after 4 hours of submitting on application (in practice, it might take 1-2 business days). One can register a company in Macedonia by visiting one office, obtaining the information from a single place, and addressing one employee. This significantly reduces administrative barriers and start-up costs. From 2013 year authorization for registration of new company have firms who possess a license for registration of the company. Kolemisevski & Partners Law Firm is licensed Agent for registration a company in Macedonia.

The most usual forms of business association for foreign investors are the limited liability company (DOO). Below you will find useful information on how to incorporate Limited Liability Company in Macedonia.

What do you need to do before starting the incorporation procedure?

The investor/s must have previously figured out and be certain of the following information:

  1. Name of the company;
  2. Type of legal entity (Limited Liability Company);
  3. Main activity/core business (for example: manufacturing, consultancy services, construction);
  4. Headquarter (registered seat) of the company in Macedonia*(if the company does not have leased business premises, as temporary address can be used the address of KOLEMSIVESKI & PARTNERS LAW FIRM and the policy of our law firm is to provide the Client with this service) ;
  5. E-mail address (the email address the company is necessary for official communication with Public Revenue Office, Central registrar and all other relevant institutions);
  6. Name of the bank in which the company will operate their bank account;
  7. Data about the Owners :
    Physical person: Name, surname, address of living, Copy of passport and ID card,
    Legal entity: Up-To-Date extract issued by Trade register in their country of origin; (Act/Decision for company incorporation passed by the owner)* KOLEMISEVSKI & PARTNERS LAW FIRM prepares this document on behalf of the Client;
  8. Data about the Authorized representative – manager: name, surname, and address of living, Copy of the passport and ID card;
  9. Initial capital (minimum 5.000 euro) invested in cash or kind.

How do you proceed after?

Upon receiving the above stated data, KOLEMISEVSKI & PARTNERS LAW FIRM, on behalf of the Client prepares and submits (electronically) the on-line application for registration in the Central Register of Republic of Macedonia, enclosed with the  Article of Association of the Company, relevant Statements pursuant to the Company Law and the “Authorized Signatory ZP Form” –signed only and by the Manager.

What is Articles of Association?

The adoption of the Articles of Association is an initial step in the establishment of a company.

The Articles of Association must contain:

  • Trade name and address of the company
  • Scope of the company’s activities
  • Management and representation of the company
  • Identity of the partners/owners of the company
  • Type (cash or in-kind) and amount of partner contributions and/or the amount of the company’s capital
  • Other matters as regulated by the Trading Company Law, which may differ for each separate case company.

In cases when a partner or a shareholder intends to make an in-kind contribution, the Articles of Association must state the name of the contributor, the full description of the in-kind contribution, its monetary value, and the grounds for the contributor’s rights. In this case the contributions must be valued by an expert appointed by the relevant court. KOLEMISEVSKI & PARTNERS LAW FIRM has permanent outsourcing expert for valuation and appraisal in order our Clients to receive full, smooth and efficient legal service.