Procedure for registering / opening a company in North Macedonia

The Company Law regulates business activities and defines the types of companies, procedures and regulations for their establishment and operations. According to the amendment of the Company Law, the Central Register is an authorized body to perform all company registrations and the institution to maintain the Trade Register. As all foreign investors are granted the same rights and privileges as domestic companies, they are entitled to establish and operate all types of self-owned private companies or joint-stock companies.

Forms of companies

By the Company Law, domestic and foreign individuals or companies can establish the following types of business entities:

• General Partnership;
• Limited Partnership;
• Limited Liability Company (LLC);
• Joint-Stock Company;
• Limited Partnership by Stock;
• Sole Proprietors.

One-stop-shop system

Central Register has implemented a One-Stop-Shop system through which company formation can normally be completed within four hours (2-3 business days in practice). The One-Stop-Shop system undertakes all registration procedures with various state bodies (including the provision of a tax ID no).

This significantly reduces administrative barriers and start-up costs. For more information visit the Central Registry office.

Address: Kuzman Josifovski Pitu, Skopje 1300, North Macedonia
Phone: + 3892 3288-298
Web: www.crm.com.mk
Mail: e-registracija@crm.org.mk

Required data and documentation for registration of limited liability company

A limited liability company 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 with a minimum share capital of EUR 5,000. The Articles of Association and the Memorandum of Association stand at the base of LLC incorporation in North Macedonia. These documents must comprise information about:

• Name of the company;
• Main activity/core business;
• Headquarter of the company in North Macedonia;
• Name of the bank in which the company will have a bank account;
• Name of the owners. For physical person: name, surname, and address of living, Copy of passport and ID card. For 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);
• The information about the owner’s liabilities and how the profits per share are distributed.

E-REGISTRATION

The system for electronic registration offers a simple, fast and secure method of registration of all types of registrations in the Trade Registry and the Registry of other legal entities. Additionally, if you apply to found a legal entity, the system offers the option for registering the persons in the mandatory social security (pension and health care insurance).

FILE AN APPLICATION IN THREE STEPS:

1. Obtain a certificate;
2. Prepare documentation;
3. Apply.

* After registering in the Central Register, the company does not have any obstacles to begin operations, however:

• Companies interested in specific sectors (e.g.: pharmaceuticals, banking, insurance, higher education…) have to get special permits from the appropriate institutions (e.g.: Ministry of Health/Education…).

* The employees at the Central Register are trained to direct the newly registered companies to the appropriate destination

ACCOUNTING AND AUDIT

1. According to the Company Law, all legal entities are obliged to prepare annual accounts at the end of each calendar year.

Annual accounts have to be prepared following the local accounting rules. Listed companies, large and medium-sized entities are also obliged to prepare and submit financial statements prepared following the IFRS. The audit laws stipulate that audit activity must be performed according to International Standards on Auditing.

The deadline for applying is the end of February of the following year or by 15 of March if submitted in electronic form. Each medium and the large-sized entity is obliged to present its annual accounts to the Central Register in electronic form. The Law prescribes the conditions and cases in which limited liability and joint-stock companies are also obligated to present their financial statements.

1. The Audit Law defines the conditions under which an entity performing its activities and having a main office in the Republic of North Macedonia is obliged to submit financial and accounting statements for a statutory audit: more than 50 employees and/or turnover and total assets exceeding € 2 million.

The Audit Law requires that an audit must be performed by an Audit company registered with the Central Register or by a certified auditor who operates as a sole proprietor following the Company Law. The Audit Law also enables businesses to undergo voluntary audits.

The Institute of Authorized Auditors issues the license for operating as an Audit company or certified auditor, following the Audit Law.