According to the Law on trade companies of North Macedonia, a trade company is a legal entity wherein one or more persons invest money, contributions in kind and/or rights in assets, used for joint operation and where such persons jointly share the profit or loss from such operation. A trade company independently and continuously performs activities for the purpose of generating a profit.
The trade companies are classified according to their form, regardless of whether they perform commercial or other activities, as a: 1) Public Trading Company; 2) Limited Partnership; 3) Limited Liability Company; 4) Joint Stock Company; and 5) Limited Partnership with Shares.
PUBLIC TRADING COMPANY
Public trading company is a company in which have joined two or more natural persons and legal entities which are unlimitedly and jointly liable to the creditors for the company’s liabilities with their entire property. A public trading company is to be founded with a company agreement concluded between the founders. The shareholders’ contributions to the public trading company may be of different type i.e. in cash, contributions in kind, rights, labour and services. A share i.e. contribution in a public trading company may be transferred to a third party only with the consent of all shareholders. For the obligations of the public trading company, each shareholder is responsible to the creditors of the public trading company directly, with all its property and jointly with all other shareholders.
A limited partnership is a partnership of two or more natural persons and legal entities (shareholders), where at least one of the shareholders is personally liablel with all its personal property or, in the event is there are two shareholders, at least one shareholder is liable for the liabilities of the limited partnership only up to the amount of his/its subscribed contribution in the basic capital of the limited partnership (hereinafter: “limited partner”). The contribution of the limited partner may not be in labour or services. General partners participate with at least one-fifth in the total amount of contributions. A limited partnership is to be founded by an agreement. The signatures on the agreement for foundation of the limited partnership are to be certified by a notary. The limited partnership is to be managed by the general partners. The limited partners have no right to manage the company. The shares in the limited partnership can be transferred to a third party only upon obtained written consent with certified signatures of the partners i.e. shareholders with electronic signature of the registration agent, or in electronic form signed with the electronic signature of the partners of the company through the System for e-registration.
LIMITED LIABILITY COMPANY
A limited liability company means a company in which one or more natural persons and/or legal entities participate with one share/contribution in the pre-determined basic capital of the company. The shareholders are not liable for the company’s obligations. A limited liability company may be founded by one or more natural persons and legal entities. The number of shareholders in a limited liability company shall not exceed 50. A limited liability company is to be founded by a company agreement concluded between all the founders in written or electronic form. The company that has a maximum of three founders as natural persons where one of them is a manager, can be established as a simplified limited limited company. If the company is founded by one person, the agreement of the company is to be replaced with a statement of the founder for establishment of the limited liability company, in written form or in electronic form signed with an electronic signature in accordance with the System for e- registration. The agrement for the company, i.e. the statement for establishment of the company in written form, is to be certified with the signatures of the shareholders with an electronic signature of the registration agent, or in electronic form is to be signed with electronic signature of the shareholders of the company through the system of e- registration. The basic capital of the company consists of the total amount of the contributions of each member of the company. The minimum value of the basic capital can not be less than 5.000,- EUR expressed in denar counter value calculated according to the middle exchange rate, which is published by the National Bank of North Macedonia on the day of payment, except if the founders have agreed that it would be the day of signing of the agreement for the company i.e. signing of the statement for establishment of the company. The amount of the basic capital must be expressed by a whole number which is divisible by the number one hundred.
The smallest amount of the basic capital of the simplified limited liability company is 1 (one) EUR in denar equivalent according to the middle exchange rate of the National Bank of North Macedonia on the day of payment, unless if the founders have agreed that to be the day of signing of the document for foundation of the company. The smallest nominal amount of the business share is 10 cents in denar equivalent according to the middle exchange rate of the National Bank of North Macedonia on the day of payment, unless the founders have agreed that it would be the day of signing of the document for foundation of the company. The share capital and the business share in the company must be expressed as a whole number in EUR. Deposits for the taken business shares are to be paid only in money. The application for registration of the company in the trade register is to be submitted after the deposits for the taken business shares in the company are paid in total. The shareholder is obliged to pay the assumed contribution in full, in accordance with the company agreement. If during the establishment of the company, the entire amount of the money deposit is not paid, the remaining amount is to be paid in the manner determined by the agreement of the company. The rest of the deposit must be paid within one year from the date on which is published the registration of the company’s foundation. Until payment of the entire amount of the money deposit, the shareholder is responsible to the company in the amount of the assumed deposit in accordance with the company’s agreement. The shareholders dispose with the shares under the conditions determined in the agreement of the company. A share can be transferred to a third party only if the shareholder has paid his deposit in full.
When share is to be transferred, it has to be first offered for sale to the other shareholders in the Limited Liability Company (LLC) , and than to a person determined by the company (LLC). If the other shareholders in the company (LLC) or the person determined by the company does not confirm within one term of thirty days from the notification of the intention for the share transfer that they would buy the share, the shareholder which is selling his share is free to transfer his share to any other person of its choice unless with the company agreement no other special conditions for that have been foreseen.
JOINT STOCK COMPANY
A joint stock company means a company in which shareholders participate with contributions in the basic capital which is divided into shares. The shareholders are not liable for the obligations of the joint stock company. The company may have one or more shareholders. The company may be founded by one or more persons. Founders of the company are persons who have signed the statute of the company. The company may be established simultaneously or successively.
When a company is founded simultaneously without a public offering notice to subscribe for shares, the minimum nominal value of the basic capital is EUR 25,000 in denar counter value, according to the middle exchange rate of the National Bank of North Macedonia published on the day prior to the date of adoption of the company statute or the resolution to amend the basic capital and when a company is founded successively by way of a public offering notice to subscribe for shares, the minimum nominal value of the basic capital is at least EUR 50,000 in denar counter-value. The nominal value of the share may not be less than EUR 1, according to the middle exchange rate of the National Bank of North Macedonia on the day prior to the date of adoption of the company’s statute or the resolution for amending the basic capital. Each share is giving right on one vote to the shareholder in the shareholders assembly.
The shares are unlimited transferable and can be free traded on the secondary securities market.
LIMITED PARTNERSHIP WITH SHARES
A limited partnership with shares is a company, which basic capital is divided into shares and in which one or more partners (shareholders) are unlimitedly and severally liable for the liabilities of the company with their entire property (“general partners”) and several partners (shareholders) who have the status of shareholders and are liable up to the amount of their contributions and are not liable for the liabilities of the company (“limited partners”). The number of the limited partners may not be lower than three. The Agreement for a limited partnership with shares is to be concluded by side of all founders, whose signatures are to be certified by a notary. The contributions of the general partners together cannot be less than 10% of the basic capital. The limited partnership with shares is managed by the general partners.
The legal relations between the general partners and towards the limited partners and towards third persons as well about the right of the general partners for management and representation of this company form are regulated as in the Limited partnership company form.
Prepared by: LAWYERS ANTEVSKI
legal services in North Macedonia