Macedonia is recognized for its rich culture, strategic geographic location, solid economy and as a reliable NATO and EU member. This country is an attractive destination for investments and extremely competitive on the European market due to its excellent business climate that relies on a promising tax regime and a vast range of incentives proposed by the government. Foreign and local entrepreneurs can easily set up limited liability companies, limited or general partnerships, or joint stock companies. Because the registration procedure of a company in Macedonia needs a complete attention, especially if you are a foreigner, it is suggested to talk to one of our specialists in company formation in North Macedonia for information and assistance.
| Quick Facts | |
|---|---|
| Types of companies |
Limited liability company Joint stock company Limited partnership General partnership Sole proprietorship |
|
Minimum share capital for LTD Company |
EUR 5,000 |
|
Minimum number of shareholders for Limited Company |
1 |
| Time frame for the incorporation (approx.) |
2 weeks |
| Corporate tax rate |
10% |
| Dividend tax rate |
10% |
| VAT rate |
18%, reduced rates of 10% and 5% also apply to certain goods |
| Number of double taxation treaties (approx.) | 48 |
| Do you supply a registered address? | Yes |
| Local director required | No |
| Annual meeting required | Yes |
| Shelf company available | Yes |
| Electronic signature | Yes |
| Is accounting/annual return required? | Yes |
| Foreign-ownership allowed | Yes |
| Any tax exemptions available? | Corporate income tax exemption for companies with annual income of up to MKD 3 million |
| Tax incentives | 10 year tax holiday in certain conditions |
Types of companies you can open in North Macedonia
Nationals and foreigners can set up their businesses through the following entities available in Macedonia:
• limited liability companies;
• joint stock companies;
• limited partnerships;
• general partnerships;
• sole proprietorships.
Just like in most European states, the limited liability company is the preferred business structure for all kinds of activities in Macedonia. The easy incorporation process allows investors to set up their operations in a fast and reliable manner. One should bear in mind that the minimum share capital for this entity is set at EUR 5,000 and can be deposited in a Macedonian bank account. A limited liability company in Macedonia can be established by at least one stockholder and a maximum of 50 members. Because the market is welcoming and the business field anticipates the needs of foreign investors, one can buy shelf companies or ready-made companies which can be used as soon as the ownership has been granted and accepted by the Central Registry of the Republic of Macedonia.
Our company formation agents in North Macedonia can provide you support in company registration and additional details about the services we can offer in this direction. Also, if you do not want to have a traditional office, you may ask for virtual office services in Macedonia for which our team can offer complete information. The Macedonian market is diverse and accepts foreign branches or subsidiaries to join the business field. Also, if you want to adopt a simple form of business at the beginning, you can establish your operations as a sole proprietor in Macedonia.
What other entities can be registered in Macedonia?
A form of business designed for large businesses is the Macedonian Joint Stock Company (AD) where the liability of its members is limited like in the case of the DOO but the requested minimum share capital is higher: EUR 25,000. Unlike in a limited liability company, the shares of this type of business can be registered on the Stock Exchange.
Two or more partners can be united under the same agreement and form a General Partnership (JTD) in Macedonia sharing the same responsibility and having the same managerial powers. In this type of business, no minimum share capital must be delivered at the moment of registration. In case of liquidation, the personal assets of the owners are not protected and can be used in order to cover the liabilities.
Another form of partnership is the Limited Partnership (KD) in Macedonia which is formed by at least one general partner with unlimited liability on the profits and debts and the one limited with liability limited by their contribution to the capital. All the major decisions are taken by the general partner, but if this member cannot be a part of the legal entity, the business is dissolved. A form of partnership in Macedonia where the capital is divided into shares is the Limited Partnership with Shares (KDADA) formed by at least three shareholders, general partners, and silent partners.
How can I set up an LLC in Macedonia?
Foreigners who want to set up limited liability companies or D.O.O. (Drushtvo so Ogranichena Odgovornost) need to provide the necessary information to the Trade Register and the local offices in Macedonia. EUR 5,000 or MKD 308,000 represents the minimum share capital which needs to be prepared for LLC incorporation. As soon as the Articles of Association have been accepted by the Central Registry of the Republic of Macedonia, the owners need to apply for the company’s seal, tax purposes, social contributions, and other related matters. Our team of advisors is at your disposal with assistance in opening a D.O.O. in Macedonia.
Can I open a branch in Macedonia?
Yes, foreign companies can set up branches in North Macedonia if the following documents are prepared and accepted by the commercial division in the chosen city:
- the registration certificate of the foreign company interested in establishing a branch;
- the agreement that shows that the parent company wants to enter Macedonia through a branch;
- documents with comprehensive information about the future activities of the branch in Macedonia;
- information about the representative agent with residency in Macedonia who will act on behalf of the branch.
Can I open a subsidiary in Macedonia?
Yes, a subsidiary can be opened by companies from abroad who are interested in this type of independent legal entity. This is normally operating under the limited liability company which can be set up for a minimum share capital of EUR 5,000.
Company incorporation in Macedonia
The process of company incorporation in Macedonia starts with drafting and notarizing the articles of association (or the agreement for establishing a company) and the signature specimen of the manager. The process requires only one day for completion. The one-stop shop assured by the Central Registry of the Republic of Macedonia is the single institution for registering all economic entities. From the moment the founders deliver the notarized documents, the entity is registered to the Trade Register (in order to receive the statistic number). The other steps for incorporating a company are registering the company with the Public Revenue Office, publishing the LLC formation notice on the Central Register’s website and opening the company bank account.
The registration for the Employment Agency is also made through the Central Registry. The Agency will allow the registration of the first directors and the registration of the employees with the social funds. Please bear in mind that the Articles of Association are significant documents necessary for company registration and need to comprise the following matters:
- the structure of the business, the name and the domiciliation of the owners;
- the name of your company in Macedonia and the official business address;
- information about the minimum share capital provided to a Macedonian bank account;
- details about the board of managers, the type of activities and about the company secretary.
Steps for company formation in North Macedonia
A limited liability in Macedonia can be easily registered, but you might want to consider the following stages:
- Appoint a representative for your company, with residency in Macedonia.
- Prepare the Articles of Association and the Memorandum of Association with complete details about the owners, the business address, the company’s activities, etc.
- Fill out the forms imposed by the Central Registry of the Republic of Macedonia.
- Open a bank account for depositing the minimum share capital and for future financial operations.
- Apply for licenses and permits in order to properly start your operations in Macedonia.
- Register for tax purposes and apply for company’s seal s soon as you receive the Certificate of Incorporation.
What are virtual office services in Macedonia?
The virtual office services are a set of facilities dedicated to entrepreneurs who want to avoid opening a traditional office in Macedonia. These services are subject to low costs and foreigners can benefit from special facilities like a notable business address, mail collecting and forwarding, a local phone number and a private one, plus voice mailbox on request. Also, the collection of bank statements can be provided on request. You can ask our advisors for extra information about the virtual office services in Macedonia.
Shelf companies in Macedonia
Ready-made companies or shelf companies are meant to serve the business requirements of foreign investors interested in a fast implementation of their activities on the Macedonian market. A shelf company in Macedonia is already registered to the Central Registry of the Republic of Macedonia and it is prepared to be used as soon as the ownership transfer is completed. It is good to know that a ready-made company in Macedonia is kept on a shelf until it ages, it has no financial activities and there for no liabilities. Foreign investors wanting a fast start with their businesses can decide on purchasing a ready-made company without having to wait for the incorporation procedures in Macedonia.
What is a liaison office in Macedonia?
Another good option for business persons in Macedonia is the liaison office which addresses to those interested in marketing matters and different industries. Just like a shelf company, a liaison office is not subject to financial operations and therefore, no debts. Among the attributes of a liaison office in Macedonia, it is good to know that it cannot sign contracts, have financial activities or issue invoices. A liaison office makes the connection between the country in which an entrepreneur wants to open a company and the foreign enterprise. Such an office needs a representative who will regularly connect with the company from abroad and its shareholders interested in setting up their business presence in Macedonia. For more information about a liaison office in Macedonia, feel free to talk to us.
We can provide accounting services for your company in Macedonia
All companies need accounting services and complete control of the financial activities involved. An accounting firm in Macedonia can be the proper solution for your business, and there are numerous companies that have externalized accounting services instead of a department dealing which such operations. Among the accounting services we can provide for your firm, we mention payroll services, bookkeeping, support for VAT registration, tax consulting and tax minimization methods if you are interested in cutting the expenses in the company. We can also handle the submission of the annual financial statements for your company in Macedonia, with respect to the International Financial Reporting Standards. Feel free to address to our consultants for in-depth information and support.
Central Registry of the Republic of Macedonia
Instead of submitting the documents with all kinds of institutions, Macedonia offers the possibility of carrying the registration procedure in just one place. At the moment, foreigners can set up their businesses with the following register offices:
- Register for Real Estate Investment;
- Register of Direct Investment;
- Register of Property;
- Register of Annual Accounts.
These registers help foreign entrepreneurs in the registration process and with updated information regarding the steps involved. Moreover, the Central Registry of the Republic of Macedonia has its database linked with the European Business Registers for a proper communication and complete access to any desired information about the types of businesses any investor wants to settle. When deciding for the suitable business form in Macedonia, the recommendation is to ask for support and guidelines from our Macedonian company incorporation agents, in order to adopt a fast start on the market for your activities.
Information verification with the Central Registry of the Republic of Macedonia
The procedure of searching through database requires the creation of a new account on the website. The information can be searched using the company name or other relevant keywords. Also, an extract can be obtained by visiting in person one of the Central Registry offices.
Do foreign investors need to be in Macedonia for company registration?
No, foreign entrepreneurs do not need to travel to Macedonia for a company formation at the Central Registry of the Republic in Macedonia. You may get in touch with our consultants who can act on behalf of your future company, with a power of attorney.
Company liquidation in Macedonia
For varied reasons, companies may face difficulties and financial problems for which restructuring is not a good option. The next step in this sense is liquidating the company or in other words, closing the activities. This may take place only after the General Meeting decided to do so and if:
• the bankruptcy process begins;
• if the business does not respect the law and particularly the Company Act in Macedonia.
In cases of general and limited partnerships registered in Macedonia, if a bankruptcy process started against one of the partners, the other member is authorized to obtain the general partnership and all of its liabilities and assets without a termination procedure in this sense. Please keep in mind that the records and the forms created at the time of company liquidation must be submitted to the Central Registry of the Republic of Macedonia.
Economy overview on Macedonia
Situated in the center of the Balkans, Macedonia, even though it’s a small country, it is considered one of the most desired destinations when it comes to starting a company. With a great fiscal policy and well-developed infrastructure, it is one of the most wanted locations for investors. The capital gains tax is levied at a flat rate of 10% and the corporate tax on retain gains is 0%. These measures were taken recently in order to encourage Macedonian and foreign investors. Also, a number of treaties were signed to establish a good fiscal environment-like the double taxation treaties (with more than 30 countries). Macedonia is considered one of the most liberalized countries when it comes to telecommunications. The internet is highly developed, Macedonia being a leader in Wi-Fi technology, another considerable advantage for those businessmen who want to open companies in Macedonia.
Macedonia is represented by its major cities like Skopje (the capital), Tetovo, Ohrida, Prilep, Bitola, Veles, Gostivar, Strumica, Kumanovo or Crusova. As for the industries developed in Macedonia, we mention that the country has a solid economy based on agriculture, a large production of textiles, and a consistent trading sector with significant partners like Greece, Italy, Spain, Germany, Russia and Serbia among many others. The USA is also a reliable trading partner for Macedonia considering the fruitful collaboration for 2017, the year in which about $ 300 million were registered from imports and exports.
If you want to benefit from the company formation services our agents in Macedonia can offer, please do not hesitate to contact us right away.
Frequently asked questions
Any foreign investor over 18 years of age and who provides the minimum share capital as stipulated by the Companies Act can set up a company in Macedonia. Each business structure is subject to varied conditions which can be entirely explained by our advisors.
Foreign investors can open limited liability companies, joint stock companies, limited and general partnerships or sole proprietorships. The incorporation process starts with the Central Registry of the Republic of Macedonia.
Among the business types you can set up in Macedonia, the limited liability company is the most adopted one, due to an easy incorporation and lots of benefits for all investors.
A limited liability company in Macedonia or DOO (Drushtvo so Ogranichena Odgovornost), as it is known, can be registered by at least one shareholder and for a minimum share capital of EUR 5,000. The Articles of Association stand at the base of a limited liability company and represent the most important documents.
Yes, companies from abroad can establish branches and subsidiaries in Macedonia which activate through limited liability companies. Branches depend entirely on the parent company, while the subsidiaries are independent entities. We can manage the registration process of branches and subsidiaries in Macedonia so please feel free to address your inquiries to our company incorporation representatives in Macedonia.
Joint stock companies in Macedonia can be established with a minimum share capital of EUR 50,000 if they are public. As for the private ones, these can be registered with a minimum share capital of EUR 25,000.
Among the main documents of a company in Macedonia, we mention the Articles of Association and the Memorandum. We remind that our team can prepare and draft these documents to the Central Registry of the Republic of Macedonia.
Yes, special licenses and permits are necessary for your operations in Macedonia, as stipulated by the Company Act and the type of activities one can establish in this state.
The corporate tax, the income tax, the VAT, real property tax, and the transfer tax are among the important taxes you need to consider at the time of company registration in Macedonia.
The incorporation process of a company in Macedonia takes approximately 3 working days. For a better understanding of how companies can be registered in Macedonia, please feel free to contact our team of company formation representatives in Macedonia.
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