To register a company in Macedonia in 2024 is a simple and short procedure, but it brings several dilemmas that entrepreneurs must decide. The whole procedure can be done online and remotely.

Today, more and more entrepreneurs decide to start their businesses, develop their ideas, and register their companies. Before registering their company, entrepreneurs want to have a clear picture of the procedure and the legal dilemmas that this process entails.
The purpose of this text is to answer the most common dilemmas and questions entrepreneurs have before deciding to register their companies. In the text, we will also give details of the practical procedure in a step-by-step explanation.

Before deciding to start a company you should check:

Who can register a company in Macedonia?

In Macedonia, a company can register:

• domestic natural person;
• domestic legal entity;
• foreign natural person;
• foreign legal entity;

Foreigners and domestic persons register a company in Macedonia under the same procedure and under the same conditions. At the same time, all kinds of variations are possible in relation to the founders. Domestic and foreign natural and legal persons can exist in the founding structure.

Also, any natural or legal person can be the founder of several companies.

Who cannot register a company in Macedonia?

The law on commercial companies determines who cannot register a company.

Some of the restrictions apply to persons who have committed the crime of false bankruptcy. They have been found guilty of such a crime by a final court decision. It applies to persons who have been banned from performing a profession, activity, or duty. As long as the legal consequences of the ban last, these persons cannot register a company. If a company, has a blocked account with a payment transaction holder, it will not be able to register as a founder and register a company. Our Law on Commercial Companies in Article 29 prescribes restrictions or obstacles for persons (physical and legal) who cannot register a company. You can see the restrictions in detail in the Law at the link.

If you are not in any of the restrictions according to Article 29, then you can start the procedure for establishing a company.

Before registration, you need to choose the type for the trading company.

Company types options on registration?

According to the Law on Commercial Companies, there are five different forms of commercial companies:

• Public trading company (JTD);
• Limited partnership (KD);
• Limited Liability Company (LLC);
• Joint Stock Company (AD);
• Limited company with shares (KDA);

In Macedonia, the most used form of company is the Limited Liability Company. This is because one of the main features of this trading company is the limited liability for the company’s obligations by its founders. In practice, this would mean that the founders of the limited liability company with their personal property are not responsible for the company’s obligations.

If you have decided on the LLC form, below are the steps for registering a limited liability company:

LLC Company register in Macedonia (step by step)

You can register a company:

• yourself or
• through an authorized registration agent (lawyer or accountant).

If you decide to handle the process yourself, you will need to do the registration on the Central Registry page. For the procedure, you will also need an electronic signature, issued by one of the providers of such services (KIBS, Macedonian Bank, etc.). The documents for company registration are submitted electronically through the portal of the Central Registry, but previous documents should be prepared as follows:

Step 1: Defining the basic information for the company

Regardless of whether you will conduct the procedure yourself or the procedure will be carried out by a Lawyer, you should prepare the following information:

1. Name of the company
2. Head office address
3. Amount of principal capital
4. Share distribution and stake amount if there are several founders
5. Manager
6. Predominant activity
7. Company email
8. Bank where the first account will be opened

What all these 8 points mean, we will see below in the text.

1. Define company name

The name contains a “descriptive part – which refers to the activity carried out”, + “MAIN NAME – the main name” + the abbreviation DOO or DOOEL which refers to the form LLC + the “City” where the address of the headquarters is located.

Examples of company names would include the following:
– Company for digital services (descriptive name) PROGRAMIRAJ DOO Skopje (main name + form + city);
– Company for trade and services (descriptive name) RABOTI DOOEL Strumica; (main name + form + city).

The abbreviated name of the company must also be written in the founding act of the company, and the abbreviated name of the company is always the main part of the name + form + city. In our examples, the abbreviated names of the two companies would be:
– PROGRAMIRAJ DOO Skopje and,
– RABOTI DOOEL Strumica

The name is in upper and lower case as shown in the example. In our central registry, the name and all the other info are only written in Cyrillic letters and translated into Macedonian.

So, the above example is written as: Друштво за дигитални сервиси ПРОГРАМИРАЈ ДОО Скопје or Друштво за трговија и услуги РАБОТИ ДООЕЛ Струмица.

If these rules are not followed the application to register a company will be denied.

2. Purchase physical address as headquarters

Every company must have its own registered office – an address with an exact street and number.
The seat of the trading company is considered to be the place that is registered in the trade register. Any change in the headquarters of the company must be recorded in the commercial register, that is, in the Central Register of Macedonia.

A lease agreement or title deed is not required to register the address.

VIRTUAL ADDRESS?

The term “Vitrual address” is not known in our legislation. However, each “virtual address” should be linked to the physical address in order to be able to be registered in the Central Registry. The address of the headquarters is essential because all official correspondence is delivered to that address and is considered duly received, regardless of who received it at that address. Therefore, if you are purchasing a “virtual address”, the provider of this service should promptly notify you of all correspondence that will arrive on behalf of the company.

3. Initial capital for the company register in Macedonia

According to the Law on Commercial Companies, the minimum amount of the basic capital is 5,000 euros.

The contribution can be in monetary or non-monetary form (in things, machines, real estate, etc. which are entered through an assessment made by an authorized appraiser).

Here it is important to mention that the payment by the founders of the company can be made within 1 year from the date of registration of the company. This means that a company can be registered by paying MKD 0 at the beginning.

These funds can be used to service a variety of obligations that the company has, such as paying employees’ salaries or other costs of the company.

4. Equity distribution among founders

The equity of the founders in the limited liability company are expressed in percentages. The founders themselves determine and agree on the mutual equity in the founding documents. So, if four founders founded the company, the shares could look like this:
– Founder number 1- Share of 56%;
– Founder number 2- Share of 24%;
– Founder number 3- Share of 16%;
– Founder number 4- Share of 4%;

SHOULD THE EQUITY CORRESPOND TO THE LEVEL OF THE STAKE IN THE INITIAL CAPITAL?

The percentage amount of the founder’s share does not necessarily correspond to the amount of his contribution. So, it does not necessarily mean that the founder who paid the largest contribution also has the highest percentage of equity or vice versa. This is due to the fact that the founders have the freedom to mutually agree on how much equity they will take in the company.
The percentage amount of the equity is regulated by the founders in the founding agreement of the Company. Founders have the opportunity to mutually agree and sign a Partnership Agreement where they regulate in more detail their rights and obligations within the Company itself.

5. CEO

Any business-capable natural person can be appointed as a CEO. At the same time, the same person who founded the company can appear as a CEO. The CEO can be a domestic or a foreign person.
The founders decide on the selection of the CEO who is appointed during the foundation of the company with the Foundation Agreement.
The manager’s powers are determined by the Foundation Agreement. The founders can decide that the manager has unlimited authorizations. That means that he can undertake all legal matters that are related to the management and are in the interest of the company.
The founders can decide and limit the authorizations of the manager by specifying the matters for which the manager cannot act without their consent. These restrictions must be recorded in the founding act and in the central registry.

A legal entity cannot be appointed as the CEO of an LLC in Macedonia.
Two or more natural persons can be appointed as CEO’s in a limited liability company.
In Article 29-a of the Law on Commercial Companies, you can find information about persons who, according to the Law, cannot be a CEO.

6. Type of business activity

Every trading company must have its own object of operation, that is, priority activity.

For certain specific activities, the company must obtain consent from relevant state institutions in order to perform that activity. However, for the largest number of activities, a license or approval is not required.
The activities in Macedonia are classified in a national classification of activities that you can download at the following link: State Statistical Office.
When establishing the company, it is necessary for the founders to select a priority activity code for the company’s operation, which code must be entered in the Central Register.

GENERAL BUSINESS CLAUSE

In addition to the predominant activity, with the registration, the founder can determine that the company has a general clause for business. This means that the company will be able to perform any activity from the classification (except those that require approval).

7. Email address and Bank account

During the registration, it will be necessary to register the e-mail of the company (it can be an e-mail of a registered domain or an e-mail through the free services). It is also indicated in the online application where the first bank account will be opened.

Step 2: Draft the required documents and sign them

If you have defined the information from Step 1, the necessary documentation should be drawn up and signed. If you would like to hire one of our lawyers to complete the remaining steps, click on the link and fill out the form. We will contact you.

REQUIRED DOCUMENTS:

For company registration, it is necessary to compile documents containing the information from Step 1 as follows:

• Declaration/Founding Agreement;
• Statement in accordance with Article 32 of the Law on Trade companies;
• Statement in accordance with Article 29 of the Law on Trade Companies;
• Statement in accordance with Article 183 of the Law on Trade Companies;
• ZP form

On the website of the Central Registry at the link, you can find the basic templates of these documents. Unfortunately, all these documents are in the Macedonian language and are only accepted it that way.

Step 3: Submitting the registration at the Central Registry online

In this step, the previously signed documents by the founders are electronically submitted to the Central Registry of Macedonia on the link above.
In doing so, an electronic application to register is filled in, in which all data is entered and the documents from the previous step are attached.
After submitting the Application to register the company together with the documentation, the procedure according to the Law takes 24 hours.
The company acquires legal personality and is considered registered at the moment when it receives a decision on registration. With this decision, the company is assigned a Unique Identification Number (EMBS) and a Unique Tax Number (EDB).

With this step, the registration of the company ends, but there are a few more steps that need to be taken:

Step 4: Register the ultimate beneficial owner

After receiving the registration decision, the company has the obligation to register the ultimate beneficial owner (UBO). At the same time, this should be done within 15 days from the day of the registration decision. If this deadline is exceeded, the Central Registry charges a late fee.

Failure to register the UBO entails a fine at the expense of the company.

The company can also do the registration of the UBO through an authorized registration agent.

The UBO of a company is any natural person-founder who has a share in the company above 25%.
At the same time, a legal entity cannot be registered as the UBO of a company. The share of over 25% in the company as a natural person can be direct (if the natural person himself is the founder of the company). The shares can be indirect if the conditions for a UBO are fulfilled indirectly through another founder company.
A person who exercises control over the company can also be registered as the UBO of a company. This is if none of the founders have the required percentage of shares in the company.  It is very important that your registration agent, according to the Law, determines which person/s is the beneficial owner of the company.

In order to correctly determine this, the provisions of the Law on Prevention of Money Laundering and Financing of Terrorism should be followed.

Step 5: Company stamps

In this step the company needs to obtain stamps from a commercial stamp maker. The seals are made on the basis of the registration decision.
At the same time, the round seal of the company is used by the CEO who signs a variety of documents on behalf of the company. The signature of which also requires the placing of the round seal of the company.
The square stamp is used for keeping office numbers and an orderly archive by the company.

Step 6: Open a bank account

In this step, the CEO of the company signs and stamps the bank contracts for account opening. In doing so, the CEO chooses the types of services he wants from the bank and the accounts he wants to be opened (denar, foreign currency). The manager should submit the ZP form to the bank certified by a notary, the registration decision and UBO registration document.
The duration of the procedure for opening a bank account depends on the specific bank.

Step 7: Register the first employee at the employment agency (optional)

The employees should be registered in the mandatory insurance at the Employment Agency in Macedonia.
The necessary documentation for the registration of an employee are as follows:

• Employment contract;
• PPR form;
• Authorization for the application of an employee;
• Taking the M1/M2 form from the EA.

If the company does not register the employees in the mandatory insurance, the company can be fined in accordance with the legal regulations.

You can find more details about the procedure for employment and work from home here.

Every company should align its operations with the applicable laws. Through 21 questions from various areas, test yourselves and identify the areas in which your company may not be complying with the laws. At the end, this test will immediately generate a summary amount – an estimate of potential monetary fines – penalties for the answers where you are not in compliance.

Register a company in Macedonia – remotely.

In Macedonia, you can register a company remotely, however there are few issues to resolve.
Namely, foreigners or domestic entrepreneurs have the opportunity to register their company in Macedonia remotely. This is because the application and documents are submitted by the CRM exclusively electronically.
If the registration of a company from a distance is done through a registration agent, the documents should be signed in the presence of the registration agent.
In doing so, the registration agent verifies the signatures of the founders with its electronic qualified signature.

If the foreigners are doing this procedure alone, the following issues can occur:

• locating address;
• retrieving digital signature;
• all the documents are in the Macedonian language;

In that case, a lot of research and translations will be needed, or using a Lawyer to complete everything.

Can a foreigner obtain residency by registering a company in Macedonia?

This is a very often asked question by foreigners who want to register a company in Macedonia.

However, the short answer is NO. The registering of a company does not constitute a basis for residence.
Namely, according to the Law on Foreigners, there are several grounds for obtaining a residence permit in Macedonia. One of those ways is based on self-employment in your company.

If a foreigner wants to obtain a residence permit, he should also submit an application for obtaining a work permit. Through self-employment in his company, the foreigner will also receive temporary residence. Of course, self-employment entails monthly costs for the company for salary and accounting.

The final decision for this procedure is made by the relevant institutions, that approve or deny temporary residence in Macedonia.

Note: This text represents informative content, transferred from the current laws in Macedonia with the personal opinion of the author. The content in no way and in no part should be considered professional advice.

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