Macedonia provides several business forms for investors, of which the main forms include:

Company (Limited Liability Company or Joint Stock Company)
Partnership (General or Limited or Limited Partnership with Shares)
Foreign Business (Subsidiary or Branch or Representative Office)

Company

Companies can be formed either as Limited Liability Companies (‘LLC’) or as Joint Stock Companies (‘JSC’).

The key aspects of Limited Liability Company (Drushtvo so Ogranichena Odgovornost – DOO) include:

Shareholders’ liability is limited to their contribution in the company
Minimum capital requirement is EUR 5,000
Minimum 1 shareholder and maximum 50 shareholders are permitted
Shareholders need not be resident in the country
Minimum 1 director (individual) is required
Mandatory to have a registered office in Macedonia
Mandatory annual audit for LLCs if annual sale exceeds EUR 170,000 or if it’s a large entity such as bank and insurance company

The key aspects of Joint Stock Company (Akcionersko Drushtvo) include:

Shareholders’ liability is limited to their contribution in the company
Minimum 3 shareholders, of any nationality, are required
Under one-tier management system, mandatory to appoint board of directors consisting of minimum 3 directors. Maximum 15 directors are permitted
Under two-tier management system, mandatory to appoint a supervisory/ management board consisting of minimum 3 directors. Maximum 11 directors are permitted
Private JSC requires minimum capital of EUR 25,000
Public JSC requires minimum capital of EUR 50,000 and to list the shares at stock exchange for public offering
Mandatory to appoint Internal Auditor and submit annual audited financial statements to Public Revenue Office

Partnership

Partnerships can be formed either as general partnership, limited partnership or limited partnership by shares.

The key aspects of General Partnership (Javno Trgvsko Drushtvo) include:

Minimum 2 partners (individuals or company) are required
All partners are jointly and severally liable for the partnership debts

The key aspects of Limited Partnership (Komanditno Drushtvo) include:

Minimum 2 or more partners (individual or company) are required
Minimum capital requirement is EUR 1
It consists of one or more general partners and one or more limited partners
Liability of the general partners is unlimited
Liability of the limited partners is limited to their contribution in the capital of the firm
Limited partners cannot participate in the management of the partnership firm
Mandatory annual audit if annual sale exceeds EUR 170,000 or if it’s a large entity such as bank and insurance company

The key aspects of Limited Partnership by Shares (Komanditno Drushtvo so Akcii) include:

Minimum 3 partners are required
It consists of one or more general partners and limited partners
General partners are liable for all debts and obligations of the partnership
Limited partners, enjoy status of shareholders, are not liable for any debt and obligations of the partnership

Foreign Business (Subsidiary, Branch, Representative Office)

Foreign companies can conduct their operations in Macedonia through the constitution of a subsidiary or partnership or branch office or a representative office. A subsidiary can be formed as an LLC or a JSC with 100% foreign holding subject to certain restrictions.

Branch is not considered as a separate legal entity in Macedonia. Its operations are pre-defined by the foreign parent company. Branch office is required have a registered office and appoint a resident representative, on behalf of the foreign parent company, in Macedonia.

Representative office is not regarded as separate legal entity in the country. It is not permitted to carry out business or commercial activities in the country. It is only permitted to conduct market research and to promote products and services of the parent company within Macedonia.

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