Company Formation in Macedonia

Located in the heart of the Balkans, North Macedonia, though a relatively small country, is considered one of the top destinations for establishing a business. With favorable tax policies and well-developed infrastructure, this nation attracts both local and foreign investors. In recent years, measures have been implemented to support entrepreneurship, including signing over 30 agreements to prevent double taxation.

If you’re interested in Macedonia company formation, reach out to the Lawrange agents – we’ll be happy to assist you at every stage of the process.

Advantages of Company Registration in Macedonia

The Macedonian government focuses primarily on collaboration with foreign investors in small and medium-sized businesses. The most popular form of entrepreneurship is establishing a Limited Liability Company (LLC). Here are the advantages of Macedonia company registration:

Favorable Tax Policies

Current tax rates for investors interested in company registration in North Macedonia:

• Corporate income tax – 10%, applicable to both companies and branches.
• Dividend tax – 10% for non-resident companies.
• Value Added Tax (VAT) – standard rate at 18%, with reduced rates of 10% and 5%, and a 0% rate for certain goods and services.
• Social contributions – 7.5% of salary for health insurance (plus an additional 0.5% in some cases), along with 18.8% for pension and disability funds.

Resident companies of North Macedonia are taxed on all income earned both within the country and abroad. Permanent establishments of foreign businesses, such as branches, are taxed only on income generated within the territory of North Macedonia.

Simplified Company Registration Process

The Central Registry has introduced a “single-window” system, allowing companies to be registered within four hours (though in practice, this may take 2 – 3 business days). This system streamlines the preparation and submission of all required documents across various government agencies, including obtaining a tax identification number (TIN).

This approach eliminates administrative barriers and reduces the initial costs of starting a business.

Strategic Location

As a “bridge” between Europe and the Balkans, the country provides direct access to vast markets, making it a key player in the regional economy.

Thanks to its strategic location, economic reforms, and diverse opportunities, North Macedonia is an ideal platform for companies planning to enter the Southeastern European markets.

Government Support and Incentives

North Macedonia offers favorable conditions for investors looking to operate in the Technological-Industrial Development Zones (TIDZs).

Key benefits include:

• a full tax exemption for 10 years on corporate and personal income tax;
• exemption from VAT and customs duties on goods, raw materials, equipment, and machinery;
• long-term land leases within the TIDZs for up to 99 years.

Take advantage of these benefits with company formation in Macedonia.

Skilled and Affordable Workforce

Education and Competencies

North Macedonia has a highly educated and skilled workforce, particularly focused on science and technology fields. Universities and technical institutions prepare graduates who are not only multilingual but also equipped with modern technical skills needed for success in the global economy.

Labor Costs

Wages in the region are significantly lower compared to Western countries, making it attractive for companies looking to optimize personnel costs.

This advantageous combination of a highly skilled workforce and affordable wages makes the country an optimal choice for businesses focused on efficient cost management and competitive advantage.

Stable Economic Environment

This Eastern European country is known for its stable economy and streamlined company registration process. Favorable trade conditions provide access to key European markets, while the advantageous tax system makes investment appealing.

Though the country’s economic growth is stable without sharp fluctuations, certain industries have shown noticeable growth, making North Macedonia suitable for entrepreneurs seeking a reliable investment jurisdiction with gradual growth prospects.

Types of Business Entities in North Macedonia

According to the Companies Act, both citizens and legal entities of the country, as well as foreign individuals, have the right to register a company in Macedonia of the following types:

• General Partnership (GP);
• Limited Partnership (LP);
• Limited Liability Company (LLC);
• Joint-Stock Company (JSC);
• Limited Partnership by Stock;
• Sole Proprietorship.

Let’s review their characteristics in more detail.

Limited Liability Company (LLC)

• Owners: Shareholders, also referred to as LLC members.
• Liability: Limited to the amounts of members’ contributions.
• Management: Can be handled by one or more individuals as well as a supervisory board.

An LLC can be established by one or more shareholders, with a maximum of 50 individuals. The main documents for registering an LLC in North Macedonia include the Articles of Association and Incorporation Agreement, which must contain the following information:

1. Company name.
2. Primary business activity.
3. Legal address in North Macedonia.
4. Financial institution where the company’s account will be opened.
5. Company owners: for individuals – full name, residential address, copy of passport and ID card; for legal entities – company registration document from the country’s Trade Register (no older than three months).
6. Director (authorized representative): copy of passport and ID card.
7. Authorized capital (minimum €5,000).
8. Terms regarding owners’ obligations and the procedure for profit distribution among shareholders.

The LLC is the most popular business structure for both local and foreign investors due to its simplified registration process, favorable tax rates, and the opportunity to start operations immediately.

Joint-Stock Company (JSC)

• Owners: Shareholders who own transferable shares.
• Liability: Limited to their contribution to the authorized capital.
• Management: Board of Directors and Supervisory Board.

General Partnership (GP)

• Ownership: Partners have equal rights to ownership.
• Liability: All partners bear unlimited liability.
• Management: All partners have equal authority in managing the company.

Limited Partnership (LP)

• Ownership: Participants consist of general partners with full liability for all obligations of the company and limited partners whose liability does not exceed the amount of their contributions.
• Liability: Defined based on the partner’s category.
• Management: Management functions are performed by general partners.

Requirements for Company Registration in Macedonia

The Central Registry is responsible for all company registrations, while the institution manages the trade register of all enterprises in North Macedonia. Foreign investors have equal rights and privileges as citizens of Macedonia, allowing them to establish and manage any forms of private enterprises or joint-stock companies.

What is needed to register a company in Macedonia?

Minimum Capital Requirements

The Commercial Companies Act requires that the authorized capital of the enterprise be at least €5,000.

There are various forms of contributions, including cash and in-kind (such as equipment, real estate, or other tangible assets), assessed by an independent expert.

Founders have the right to contribute their capital within one year from the date of company registration. This means that registration is possible even without an initial contribution.

The funds raised can be used to cover various needs of the enterprise, such as paying salaries or other operational expenses.

Shareholder and Director Requirements

The director can be any capable individual. The founder of the company can also perform this role. Both citizens of the country and foreigners can be appointed to this position.

The appointment of the director is made by the founders’ decision upon the establishment of the company and is recorded in the incorporation agreement. The director’s powers are defined by this document. Founders can grant the director full authority to independently resolve all management and legal issues in the company’s interest.

The shares of the founders’ capital are expressed as percentages and are indicated in the founding documents. Additionally, the founders may enter into a Partnership Agreement that details their rights and obligations within the company.

Registered Office Requirements

Every company must have a legal address that includes precise street information and house number. The official location of the enterprise is considered to be the address recorded in the trade register. Any changes regarding the location of the head office must be registered in the commercial register, i.e., through the Central Registry of North Macedonia. It is not necessary to provide a lease agreement or any other legal document confirming the use of the premises for this purpose.

There is a concept of a “virtual address,” which must be linked to a real physical location so that it can be recorded in the Central Registry. The legal address of the company is significant because all official correspondence is sent there. It is considered received regardless of who accepted it.

If you are using a “virtual address” service, it is important that the service provider promptly notifies you of all received documents and letters for your company.

Company Name Restrictions

Before registering your business, ensure you have a unique name by submitting an application to the Central Registry. This will confirm that the chosen name is available and complies with legal requirements.

For company registration in Macedonia, you need to prepare three name options and submit them to the relevant state authorities. The verification procedure is simple and takes minimal time. After this, the founder(s) will be notified about the reservation of one of the proposed names.

Company Formation Process in Macedonia

Foreign and local entrepreneurs can easily establish limited liability companies, joint-stock companies, or other types of businesses.

Since the steps for starting a business in Macedonia require detailed preparation, especially for foreigners, it is advisable to consult a company registration specialist in North Macedonia for the necessary information and support.

Choose a Business Structure

The following organizations are available for registration:

• General Partnership (GP);
• Limited Partnership;
• Limited Liability Company (LLC);
• Joint-Stock Company;
• Limited Partnership by Stock;
• Sole Proprietors.

The convenient registration process allows investors to quickly and reliably commence their activities.

Reserve Company Name

The company name must consist of several parts:

• a descriptive part indicating the company’s area of activity;
• the main name – the primary name of the company;
• the abbreviation DOO or DOOEL, which denotes the LLC form;
• the city where the company’s legal address is located.

Examples of names:

• Company for Digital Services PROGRAMIRAJ DOO Skopje.
• Company for Trade and Services RABOTI DOOEL Strumica.

The abbreviated name must also be indicated in the company’s founding document. It always consists of the main name + company form + city.

Examples of abbreviated names for the aforementioned companies:

• PROGRAMIRAJ DOO Skopje.
• RABOTI DOOEL Strumica.

The name can be used in both uppercase and lowercase letters, as shown in the examples. All data in the central registry is stored in Cyrillic and translated into Macedonian.

Submit Application to the Central Registry

The electronic registration system ensures a convenient, quick, and secure way to submit an application for the establishment of a legal entity to the Central Registry of Companies.

After successful confirmation from the government authority, you will not face any obstacles in starting your activities.

Obtain Tax Identification Number (TIN)

To obtain a Tax Identification Number (TIN) in North Macedonia, you must follow these steps:

1. Submit an application to the Public Revenue Office using the provided form.
2. Provide the following documents: identification, proof of residence.
3. Await a decision: the tax authority will process your application.
4. Receive your TIN.

After approval from the government authority, you will have the TIN to handle all tax matters.

Open a Corporate Bank Account

The process of opening a corporate account in Macedonia involves the following steps:

1. Choose a bank from the popular options.
2. Prepare a complete set of documents: company registration certificate and identification documents for directors and shareholders, proof of the registered address of your company, and tax registration certificate.
3. Fill out the necessary application forms.
4. Make the initial deposit to open the account.

You can obtain the most accurate information from the chosen bank.

Register for Social Security

The electronic registration system allows for the enrollment of individuals for mandatory social insurance (pension and health insurance). After this, the newly established organization can conduct its activities, unless separate licenses and permits are required.

Acquire Necessary Licenses and Permits

Companies wishing to operate in specific sectors, such as pharmaceuticals, banking, insurance, higher education, or gambling, must obtain official permits from government institutions, such as the Ministry of Health, the Ministry of Education, or the National Lottery of North Macedonia.

Start Business Operations

Identify your target audience and develop a plan for how you will present your product or service to them, using both online and offline channels.

Once all official procedures are completed, launch your business operations. Monitor results and make adjustments based on customer feedback and financial indicators.

Consider consulting with local business or legal experts to navigate the regulatory environment and ensure compliance with all local laws.

This way, you can successfully conduct business in Macedonia.

Necessary Information and Documents for Company Registration in North Macedonia

When registering a company, all documents must be translated into Macedonian and certified by a certified local translator. It is mandatory to open an account with a local bank. Typically, this takes no more than one day; however, sometimes the process can take 4 – 8 days due to additional checks by the bank’s security service. Additionally, a local legal address will be required for company registration.

The registration process usually takes about seven days, and the personal presence of the founders is not mandatory. By engaging the specialists at Lawrange, you can significantly expedite the procedure and avoid potential difficulties related to local laws and bureaucratic nuances.

Legal Framework for Foreign Investment

Macedonia does not have a foreign investment control system similar to those established by European Union regulations. As a result, investments are permitted in most sectors without the need for prior approval.

However, to protect national interests, there are basic standards for screening investments in certain sectors: defense, banking, energy, mass information, real estate, and public utilities. These sectors are regulated by specific government laws that impose certain restrictions on direct foreign investments.

Tax System in Macedonia

The tax legislation of Macedonia regarding legal entities stipulates a corporate income tax rate of 10% on the taxable base determined according to national accounting standards.

The rules for non-residents, non-profit organizations, and flat-rate taxpayers have their specific features. Their income tax will amount to only 1% of all income earned, as indicated in their profit report and financial statements for the relevant calendar year.

Accounting and Financial Statements

Implement an accounting system or hire a specialist to manage financial records and ensure compliance with tax regulations. Consider using software that meets the needs of your business.

As specified in the regulations of the Ministry of Finance of North Macedonia, all enterprises must submit the following reports annually:

• balance sheet;
• statement of financial results, changes in capital, cash flow;
• main principles of accounting policy.

The financial statements should include notes that detail information for the calendar year (as the tax year in North Macedonia coincides with the calendar year).

An audit must be conducted by a firm registered in the Central Registry or by a certified auditor operating as a sole trader. Companies with more than 50 employees and/or annual turnover and total assets exceeding €2,000,000 are required to submit financial and accounting statements for mandatory auditing.

Shelf Companies in Macedonia

A shelf company is a pre-registered company that is “kept on the shelf” and can start its operations at any time. It has a certain history but has not engaged in market transactions. This allows investors to quickly enter the market by purchasing it and engaging in various activities.

Potential owners need to provide the Central Registry with the company’s statutory documents, signatures, and proof of identity.

When buying a closed company in Macedonia, follow these steps:

1. Obtain ownership rights to the company’s shares from the seller.
2. Update the legal address to a new one chosen by the buyer.
3. Change the existing directors of the company to new ones appointed by the buyer.
4. Update the name to reflect the brand and identity of the business.
5. Make changes to the company’s statutory documents.

Lawrange specialists in company formation in Macedonia can help you navigate this process with ease.

Cost of Company Registration in Macedonia

In 2024, prices depend on the chosen type of organization:

The cost of services from Lawrange law firm is discussed before signing the service agreement.

Why You Should Contact Lawrange

We are a team of specialists who provide comprehensive legal solutions tailored to the individual needs of our clients, particularly in the areas of international business and company registration.

We have practical experience in establishing and developing businesses, along with deep knowledge of international law.

Why Choose Us?

• Expertise in complex legal aspects of company formation, regulatory compliance, and cross-border operations, which simplifies the execution of intricate legal processes.
• Personalized legal support, ensuring that each client receives solutions adapted to their business model and industry.

Contact Lawrange today to open a company in Macedonia with the help of trusted experts.

Conclusion

Why choose North Macedonia for company registration? The main reasons include:

• Favorable geographical location: an ideal hub for logistics and distribution of goods, facilitating access to global markets.
• Cost-effectiveness: operational costs in the country are lower compared to many Western European states.
• Availability of a qualified workforce: contributing to business development.

Dreaming of starting your own business in North Macedonia? Lawrange specialists are ready to assist you.

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