Before diving into the formation process, it’s crucial to comprehend the legal framework governing businesses in Macedonia. The country offers several business structures, each with its own legal implications. Common options include:
- Limited Liability Company (LLC): A popular choice due to its simplicity and flexibility. Shareholders’ liability is limited to their contributions.
- Joint-Stock Company (JSC): Ideal for larger enterprises with transferable shares. Capital is divided into shares, and shareholders’ liability is limited to the value of their shares.
- Partnerships: These include general partnerships (GP) and limited partnerships (LP), each with distinct features regarding liability and management.
- Simplified trading company STC (LLC)
Step-by-Step company formation process:
- Name reservation: Before formalizing your business, secure a unique name by applying to the Central Registry. This ensures that your chosen name is available and complies with legal requirements.
- Drafting the Articles of Association: Define the internal rules of your company through the Articles of Association. This document covers essential aspects such as the company’s objectives, share capital, and management structure.
- Registration with the Central Registry: To officially establish your company, submit the required documents, including the Articles of Association, to the Central Registry. Pay the necessary fees and obtain a registration certificate.
- Tax Registration: Register your company for taxation purposes. This involves obtaining a unique identification number and, if applicable, registering for Value Added Tax (VAT).
Types of Companies and Their Features:
- Limited Liability Company (LLC)
- Ownership: Shareholders, known as members.
- Liability: Limited to the contributions of members.
- Management: Can be managed by one or more directors or a supervisory board.
- Joint-Stock Company (JSC)
- Ownership: Shareholders, with transferable shares.
- Liability: Limited to the value of shares.
- Management: Board of directors and supervisory board.
- General Partnership (GP)
- Ownership: Partners share equal responsibility.
- Liability: Unlimited liability for all partners.
- Management: Shared equally among partners.
- Limited Partnership (LP)
- Ownership: General partners (with unlimited liability) and limited partners (with liability limited to their contributions).
- Liability: Varied based on partner type.
- Management: General partners control management.
Benefits of company formation in Macedonia
- Strategic Location: Situated at the crossroads of Europe and the Balkans, Macedonia provides access to key markets.
- Cost-Effective Operations: Lower operational costs compared to many Western European countries.
- Skilled Workforce: A well-educated and skilled workforce, particularly in IT, manufacturing, and services.
- Access to International Markets: Trade agreements and strategic location facilitate access to global markets.
Required data and documentation for registration of limited liability company
A limited liability company in Macedonia is the most common business structure for both local and foreign investors because of the simple registration, the tax advantages, and the fast start of activities. One or more shareholders but not exceeding 50 can open LLCs in Macedonia with a minimum share capital of EUR 5,000 or about MKD 308,000. The Articles of Association and the Memorandum of Association stand at the base of an LLC incorporation in North Macedonia.
These documents must comprise information about:
- Company name: Name of the company
- Activity: Main activity/core business (for example Trade with….)
- Address: The headquarters of the company in Macedonia
- Bank: Name of the bank in which the company will have a bank account
- Owner’s info: The name of the owners.
- For a physical person: name, surname, address of living, Copy of passport and ID card.
- For a legal entity: Current Status of the company issued by Trade register at their native country (Act of establishing on the company of the owner) not older than 3 months
- Authorized representative: Manager, Copy of the passport and ID card
- Initial capital: (minimum 5.000 euro)
- Owner’s liabilities: The information about the owner’s liabilities and how the profits are distributed, following the shares.
Steps in registering the LLC in North Macedonia
- Register the business name for your company at the Trade register in R. of North Macedonia,
- Submit the Articles of Association (with supporting documentation),
- Apply for company seal before commencing any business activity,
- Activate the bank account,
- Register for VAT,
- Registration of the foreign investment within the Central Registry.
important info and link https://investnorthmacedonia.gov.mk/
