Corporate Law at North Macedonia
Sure! Here’s a clear overview of Corporate Law in North Macedonia:
Corporate Law in North Macedonia
1. Legal Framework
Corporate law in North Macedonia is primarily governed by the Law on Trade Companies (adopted in 2004, with subsequent amendments).
The law regulates the formation, operation, management, and liquidation of companies.
North Macedonia is also influenced by EU legislation and harmonizes many of its business laws with EU standards as part of its EU integration process.
2. Types of Companies
The most common types of companies under North Macedonian law include:
Limited Liability Company (DOO - Друштво со ограничена одговорност)
Most popular form for small and medium enterprises.
Shareholders' liability is limited to their capital contribution.
Joint Stock Company (AD - Акционерско друштво)
Suitable for larger businesses with more complex capital structures.
Capital divided into shares, which can be publicly traded.
General Partnership (Друштво со целосна парнична одговорност)
Partners have unlimited joint liability.
Limited Partnership (Командитно друштво)
At least one partner with unlimited liability and one with limited liability.
Sole Proprietorship
An individual doing business, personally liable for obligations.
3. Company Formation
To register a company, entrepreneurs must submit registration documents to the Central Registry of the Republic of North Macedonia.
Requirements include company name, articles of association, founding members, share capital, and registered office.
The minimum share capital for a Limited Liability Company (DOO) is relatively low (about 5,000 MKD, roughly €80-90).
For Joint Stock Companies, the minimum capital is higher, around 500,000 MKD (~€8,000).
4. Corporate Governance
Limited Liability Companies (DOO):
Managed by one or more directors appointed by shareholders.
Shareholders’ meetings are the highest decision-making body.
Joint Stock Companies (AD):
Managed by a Board of Directors and/or Supervisory Board.
Annual general meetings of shareholders decide on key issues.
5. Capital and Shares
In Joint Stock Companies, shares can be issued, transferred, and traded under certain regulations.
Shareholders have rights to dividends, voting, and participation in company decisions.
Limited liability limits shareholders’ responsibility to the amount of their investment.
6. Reporting and Compliance
Companies must keep proper accounting records and submit annual financial statements.
Public companies (Joint Stock) have more rigorous disclosure requirements.
Companies must comply with tax, labor, and other regulatory laws.
7. Foreign Investment
Foreign investors can fully own companies in North Macedonia.
There are no major restrictions on foreign ownership in most sectors.
Foreign investors benefit from incentives in special economic zones and free trade agreements.
Summary:
North Macedonia’s corporate law provides a modern, flexible framework supporting different company types with clear rules on formation, governance, and shareholder rights. The system encourages domestic and foreign investment with EU-aligned standards.
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