Business entities in North Macedonia in 2023

Healy Consultants will assist our Clients to incorporate the optimal corporate structure in North Macedonia. There are several ways of doing business in North 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 North Macedonia limited liability company (Drushtvo so ogranichena odgovornost – DOO)

• The North Macedonia LLC requires only one director who must be an individual and one shareholder who are not required to be resident in North 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 North Macedonia joint stock company (Akcionersko Drushtvo – AD)

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

• The North 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 North Macedonia branch

A North 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 North Macedonia and must appoint a representative manager who should have power of attorney of the branch on behalf of the company.

The North Macedonia representative office

While the North Macedonia representative office can be 100% foreign owned, it is not allowed to carry out any income generating activities in North 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 North Macedonia entities