Company types in Macedonia
After deciding which company type fits your needs, you can fill out our form to register a company in Macedonia.
Type of Company | Founder Liability | Minimum foundingcapital | Number of shareholders |
---|---|---|---|
Branch Office | Full liability of the founding entity | N/A | N/A |
Representative Office | Full liability of the founding entity | N/A | N/A |
Limited Liability Company | Up to the amount of the founder's contribution/deposit (founding capital) | 5,000.00 EUR | 1 - 50 |
Joint - Stock Company | Up to the amount of the founder's contribution/deposit (founding capital) | Simultaneously 25,000.00 EUR | The company can have one or more stockholders |
Limited Partnerships | A limited partnership is a trade company wherein two or more natural persons or legal entites are joined, and at least one partner shall be personally liabe for the obligations of the company with his entire assets, that is unlimitedly and jointly if there are two partners (general partners), and at least one partner is liable for the obligations of the company only up to the entered contribution of the company(limited partner). The contribution of the limited partner cannot be in labor and services. | The general partners shall participate with at least one-fifth of the total amount of the contributions (property) | 2 or more natural and legal entities |
After deciding which company type fits your needs, you can fill out our form to register a company in Macedonia.
According to the Law of Trade Companies, a trade company, in accordance with the type, regardless of whether it performs a trade or some other activity, shall be:
Branch Office (common option among foreign investors)
The foreign company shall have the right to establish branch offices and representative offices as its own organisational units or in any other manner to carry out operations and assume liabilities and exercise its rights before the courts and other bodies in the Republic of Macedonia, under the terms and conditions set out by the law. (2) The foreign company shall provide evidence of its legal incorporation and the scope of its legal capacity in case of questioning or challenge. The foreign company shall have the right to carry out all activities, through its branch office, according to its form and scope of operations, to acquire and assume liabilities and to exercise its rights before the courts and other bodies in the Republic of Macedonia, under the same conditions as domestic companies with the same or similar form and scope of activities, unless otherwise stipulated by law. (2) The foreign company, or the foreign sole proprietor may, by a decision in writing, establish a branch office in the Republic of Macedonia only if it is entered in the register of the country in which it has its registered office. (3) A foreign sole proprietor may establish only one branch office.
Representative Office
A foreign company entitled to carry out commercial activities pursuant to its national legislation may establish a commercial representative office in the Republic of Macedonia. The representative office shall not be a legal person and shall not carry out commercial activities. The manner, registration procedure and the body authorised to register the entry of the representative offices shall be prescribed by the Government of the Republic of Macedonia.
Limited Liability Company (common option among foreign investors)
Trade company in which one or more natural persons or legal entities participate with one contribution each in the company’s pre-determined basic capital. The contributions of the members can have different amount. The members shall not be liable for the company’s liabilities. The members shall be obliged to make contributions and other obligations against the limited liability company determined by the articles of association. The business name of a limited liability company shall have to contain the words “drustvo so ogranicena odgovornost” (limited liability company) or the abbreviation “DOO”. The business name of a company incorporated by a single member shall contain the words “drustvo so ogranicena odgovornost osnovano od edno lice” (single-member limited liability company) or the abbreviation “DOOEL”.
General Partnership
Trade company wherein two or more natural persons and legal entities join together, and who are liable to the creditors regarding the company's obligations unlimitedly and jointly with their entire asset. A general partnership shall be incorporated by articles of association concluded between the founders. The business name of the general partnership shall contain the words “javno trgovsko drustvo” (general partnership) or the abbreviation “JTD”.
Joint - Stock Company
Trade company in which the stockholders participate with contributions in the basic capital that is divided in stocks. The stockholders shall not be liable for the obligations of the joint-stock company. Exceptions from the provisions of this Law regulating the joint- stock companies shall be allowed only in the manner and under the conditions determined by this Law and other laws. The business name of the joint- stock company (hereinafter in chapter four section five: company) shall have to contain the words “akcionersko drustvo” (joint-stock company), or the abbreviation “AD”. The minimum nominal amount of the basic capital when a company is incorporated simultaneously without a public notice for subscription of stocks, shall be Euro 25,000 in Denar counter value, in accordance with the average exchange rate of the National Bank of the Republic of Macedonia published on the day prior to the day of adoption of the statute, that is on the day prior to the adoption of the decision on change of the basic capital, and when the company is incorporated successively with a public notice for subscription of stocks, it shall be at least Euro 50,000 in Denar counter value, unless other law determines other smallest amount of the basic capital. The nominal amount of the stock cannot be less than Euro 1, according to the average exchange rate for that respective currency, published by the National Bank of the Republic of Macedonia on the day prior to the day to the adoption of the company’s statute, that is the day prior to the adoption of the decision on change of the basic capital.
Limited Partnership
Trade company wherein two or more natural persons or legal entities are joined, and at least one partner shall be personally liable for the obligations of the company with his/her entire assets, that is unlimitedly and jointly if there are two partners (hereinafter: general partner), and at least one partner shall be liable for the obligations of the company only up to the entered contribution of the company. The contribution of the limited partner cannot be in labour and services. The general partners shall participate with at least one-fifth of the total amount of the contributions.
Limited Partnership with Stocks
Trade company in which the basic capital is divided into stocks, wherein one or more partners shall be jointly and severally liable with their entire assets for the company’s liabilities and few partners having the status of stockholders and who shall be liable up to the amount of their contributions and who shall not be liable for the company’s liabilities. The number of the limited partners cannot be less than three. The legal relations of the general partners among themselves and against the limited partners, as well as against third parties, and the right of the general partners to manage and represent the limited partnership with stocks, shall be regulated in accordance with the provisions regarding the limited partnership determined by this Law. Unless otherwise determined by this Law, the provisions of this Law referring to the joint-stock companies shall be appropriately applied to the limited partnership with stocks, except for the provisions regulating the management with the joint-stock company. The business name of a limited partnership with stocks shall contain the words: “komanditno drustvo so akcii” (limited partnership with stocks) or the abbreviation “KDA”.
Sole Proprietor
Generally inapplicable to foreign founders.
After deciding which company type fits your needs, you can fill out our form to register a company in Macedonia.