Business entities in Macedonia

Business entities in Macedonia

Healy Consultants will assist our Clients to incorporate the optimal corporate structure in Macedonia. There are several ways of doing business in Macedonia, the most common being the setting up of a limited liability company. Foreign entrepreneurs may also opt to set up a corporation, limited liability partnership, a branch office or a representative office.

The Macedonia limited liability company (Drushtvo so ogranichena odgovornost – DOO)

    Macedonian legal entity types
  • The Macedonia LLC requires only one director who must be an individual and one shareholder who are not required to be resident in Macedonia for incorporation process to be complete. The minimum paid-up capital required is €5,000 (MKD306,000);
  • Shareholders are liable upto the amount of their individual contributions and shares may be transferred freely among members;
  • Annual audit is not required for LLCs unless the entity has annual sales over €170,000, or for large entities such as banks and insurance companies.

The Macedonia joint stock company (Akcionersko Drushtvo – AD)

  • The Macedonia joint stock company is commonly used by entrepreneurs to setup an SME. The JSC may be managed in two ways which are i) the one-tier system which requires representation by a Board of Directors that must be elected prior to incorporation of the JSC or ii) the two-tier system which requires representation by a Supervisory Board that must be elected prior to incorporation of the JSC. A JSC must appoint at least 3 directors and 3 shareholders who can be of any nationality;
  • The JSC in Macedonia can be formed in two ways which are i) by simultaneous founding which requires all the shares to be contributed by the JSCs shareholders or ii) by successive founding which requires the company to list the shares on the stock exchange for public invitation. The successively founded entity formation process is complicated and takes a minimum of 3 months to complete, rendering it uncommon to investors;
  • A minimum paid-up share capital of i) €50,000 (for simultaneous founded JSC) or ii) €25,000 (for a successive founded JSC) is required, 25% of which should be paid-up prior to incorporation and the balance can be paid off in installments within a term not exceeding 3 years after incorporation is complete;
  • The joint-stock company is considered founded once it has been registered in the trade register;
  • The liability of the shareholders is limited to the amount of shares they have subscribed in a corporation. 100% foreign ownership of a company is allowed;
  • A Macedonia JSC must appoint an Internal Audit Unit charged with the responsibility of performing annual audits and submitting annual audited financial statements to the Public Revenue Office.

The Macedonia limited liability partnership company (Komanditno Drustvo – LLP)

  • The Macedonian LLP’s management is only exercised by the partners and must therefore appoint a minimum of two partners one limited partner and one general partner. The partners may be of any nationality, and the minimum paid-up capital required for incorporation process to be complete is €1;
  • General partners are liable for all debts and obligations of the partnership while limited partners are liable for debts and obligations of the partnership only to the extent of their contributions;
  • Annual audit is not required for LLPs unless the entity has annual sales over €170,000, or for large entities such as banks and insurance companies.

The Macedonia branch

A Macedonia branch office can be 100% foreign owned. The scope of operations for this entity will be defined by the parent company. Also, the branch must have a registered office in Macedonia and must appoint a representative manager who should have power of attorney of the branch on behalf of the company.

The Macedonia representative office

While the Macedonia representative office can be 100% foreign owned, it is not allowed to carry out any income generating activities in Macedonia. All expenses of the representative office are required to be met through inward foreign currency remittances. Consequently, this entity can only engage in i) market research and ii) promoting the business of the parent company.

Table of comparison between Macedonia entities

 LLCJSCLLPBranchRep Office
Also known asDOO/DOOELADKD
How long to set the company up?2 weeks3 weeks2 weeks3 weeks4 weeks
How long to open company bank account?4 weeks4 weeks4 weeks4 weeks4 weeks
Legal liability?LimitedLimitedLimitedUnlimitedUnlimited
Wholly foreign owned?YesYesYesYesYes
Minimum paid - up share capital?€5,000€25,000€100€1€1
File annual tax return?YesYesYesYesNo
Tax registration certificate required?YesYesYesYesNo
Recommended corporate bank account?ProCredit BankNLBAlpha BankHalkbankSparkasse Bank
Does our Client need to travel?NoNoNoNoNo
Resident director required?NoNoNoNoNo
Resident shareholder required?NoNoNoNoNo
Minimum directors allowed?13311
Minimum shareholders?13311
Tax identification code needed?YesYesYesYesNo
Macedonia resident company secretary required?NoNoNoNoNo
Corporate shareholders allowed?YesYesYesYesYes
Corporate director(s) allowed?YesNoNoYesYes
Statutory audit required?NoYesNoNoNo
Macedonia corporate tax rate?10%10%10%10%0%
Annual financial statements required?YesYesYesYesNo
Regulated by?Central Register of MacedoniaCentral Register of MacedoniaCentral Register of MacedoniaCentral Register of MacedoniaCentral Register of Macedonia
Allowed to issue sales invoices?YesYesYesYesNo
Allowed to sign contracts?YesYesYesYesNo
Allowed to import and export goods?YesYesYesYesNo
Can rent an office space in Macedonia?YesYesYesYesYes
Can buy Macedonia property?YesYesYesYesNo
Total Macedonia business setup costs in yr. 1?€14,000€14,600Contact us€14,400€14,600
Subsequent annual costs (incl. accounting and tax fee)?€6,325€6,325Contact us€6,325€6,325
Sample engagement invoice?Macedonia LLC invoiceMacedonia JSC invoiceContact usMacedonia branch invoiceMacedonia RO invoice

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Contact us

For additional information on our business setup services in Macedonia, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Mr. Seth Ochieng, directly:
client relationship officer - Seth
Macedonian Chambers of Commerce Public Revenue Office of the Republic of Macedonia Central Register of Macedonia National Bank of the Republic of Macedonia Ministry of Foreign Affairs