North Macedonia: Simplified limited liability company
The amendments of the Law on trade companies from September 2021 enabled the establishment of the limited liability company with symbolic minimum amount of the initial monetary investment of 1 euro, by the persons-citizens who have an idea for running a business, but they don’t have enough assets in amount of at least 5.000 euros founding capital, to start their own business.
The lowest amount of the core capital of the simplified limited liability company can be 1 euro in denar equivalent in accordance with the average exchange rate of the National Bank of the Republic of North Macedonia on the day of depositing, unless the founders agreed that that shall be the day of signing of the company founding act. The least nominal amount of the business portion shall be 10 cents in denar equivalent 10 in accordance with the average exchange rate of the National Bank of the Republic of North Macedonia on the day of depositing, unless the founders agreed that that shall be the day of signing of the company founding act. The core capital and the business share in the company must be expressed as whole numbers in the euro currency.
The contributions for the undertaken business shares in the company shall be paid only in denar currency. The application for registration of the company into the trade register shall be submitted after the contributions for the undertaken business shares in the company are fully paid in.
The company must have mandatory reserve, where one fourth of the company profit expressed in the annual financial reports must be entered, decreased in the amount of the previous year losses.
If the company increases the core capital, by reaching or exceeding the lowest amount of the core capital envisaged in the Law on trade companies in amount of 5.000,00 euros in denar equivalent in accordance with the average exchange rate of the National Bank of the Republic of North Macedonia, the company shall no longer be subject to the provisions from paragraphs from the article 172-a, whereby the company can retain the firm of the simplified limited liability company which must contain the words: “Poednostaveno drushtvo so ogranichena odgovornost” (Simplified limited liability company) or the PDOO marking. The amount of individual contributions shall not be less than 100 EUR in denar counter value. The contribution shall be expressed in a round number divisible by one hundred.
In the Simplified limited liability company each 10 cent amount in denar equivalent as a nominal amount of the business share shall give the right to one vote, as long as the core capital of the company does not increase for at least the amount stated in the Law on trade companies, i.e at least 5.000,00 euros. The manager shall be obliged to enter the number of votes, emerging from that share in the partners’ assembly, into the business shares ledger while entering each modification of the share size, for which they shall also issue a confirmation at the request of the company partner.
Disclaimer: The text above is provided for general guidance and does not represent legal advice. Copyright Adria Legal Group 2022.
