Company Formation Macedonia
Updated on Wednesday 21st October 2020
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Foreign investors can benefit from a quick and easy company incorporation process in Macedonia, if some requirements are met. Those who want to invest in this country as foreign investors should know that the policies on foreign investments provide the same treatment for both local and foreign businesses with regards to the incorporation process and the taxes applied to companies. The company registration process is very swift and it can take up to a week, but this can depend on the selected company type and the documents required for incorporation.
Our team of specialists in company formation in Macedonia can help investors with step-to-step assistance on the entire incorporation process and can also provide information on the types of business permits and licenses that can be required for local companies. At the same time, you can also rely on our specialists for advice on the procedures related to offshore company formation, if you are interested in investing in an offshore jurisdiction.
What are the basic steps for opening a company in Macedonia?
The following steps must be followed for company registration in Macedonia: the first step when incorporating a company in Macedonia is choosing three names for the company and, after checking their availability, the client will opt for one of the names and will reserve it, while the second step will be the filling of the incorporation form which contains data about the shareholding structure. Our team of consultants in company registration in Macedonia can assist investors with in-depth advice on the documents that must be submitted during these steps.
Investors must also provide information on the company’s business activities. Other information, such as addresses and occupations of the shareholders, the appointment of the director and the payment of the share capital, must also be provided. According to the Macedonian Company Law, the share capital can be paid upon the incorporation of the company or within a year after the registration. The clients must also provide identification documents, such as passport copies, identification cards or driver licenses, a recent utility bill or a bank statement as proof of residential address.
An investor can also be represented by local specialists through the power of attorney. All relevant documents must be translated by a translator, notarized and then submitted with the Central Register of Republic of Macedonia. The right of opening a company in Macedonia is granted to both local and foreign citizens, the basic requirements for the registration being to have a company director and a registered office in this country. Our team of incorporation experts provides company formation services in Macedonia. Our assistance includes:
- drawing up the articles of association that can be signed through power of attorney (Macedonian laws require power of attorney for any public notary proceedings);
- drawing up documents for company incorporation in Macedonia - specimen signatures, identification papers copies, application form required by the Macedonian Company Registration Office;
- arranging public notary proceedings (all procedures for company incorporation are done in front of a Macedonian public notary);
- providing a registered office in Macedonia on demand - the registered office serves as headquarters for the company in Macedonia and it will be made public;
- setting up a bank account for the company in Macedonia - BridgeWest will help in setting up the share capital bank account, as well as a current bank account once the company is incorporated;
- recommending a Macedonian accountant, as accounting services are needed for new businesses in Macedonia.
Types of companies in Macedonia
The limited liability company in Macedonia (DOO or DOOEL) - the Macedonian limited liability company is the most common type of business, as it allows a minimum of one shareholder. The company may be formed by a maximum of 50 shareholders and it is also necessary to appoint a director and to have a management board.
Similar requirements can be met when starting the procedure for offshore incorporation, as the limited liability company is a type of vehicle that is available in almost all the world’s jurisdictions, regardless if we refer to offshore or onshore countries, but differences can appear related to the minimum number of shareholders, the requirements for the company’s directors, minimum capital (certain regulations for offshore company set up do not impose any capital requirements) or types of operations the company can have.
The minimum share capital for a limited liability company in Macedonia is EUR 5,000. The shareholders will be held liable to the extent of their participation at the company’s debts and obligations. The limited liability company must hold a registered office in Macedonia. Besides these aspects, those who want to open a company in Macedonia as a limited liability company may find the following information relevant when choosing to invest here:
- the limited liability company is not required to enter an audit procedure, as long as its annual sales are below EUR 170,000;
- the incorporation process can last up to 2 weeks and this can depend on whether all company papers meet the basic legal requirements;
- the company will need to have a corporate bank account, and this procedure can last up to 4 weeks;
- the company can be incorporated by a 1 shareholder (local or foreigner) and 1 director;
- this company type is liable to the payment of the corporate income tax, charged at a rate of 10%.
The joint stock company in Macedonia (AD) - the Macedonian joint stock company requires a minimum share capital of EUR 25,000, and this is applicable in the case of a simultaneous incorporation (which defines a type of company in which all the shareholders have to contribute with the company’s capital upon incorporation) and a minimum share capital of EUR 50,000 for a joint stock company which has its shares traded on the stock exchange, which means that the company will be a public one.
The second type of joint stock company is registered through a process which is known as a successive incorporation and it must be noted that its incorporation can take up to three months, as it requires a much more complex procedure. You can find out the legal basis which regulates the incorporation of this company type from our team of consultants in company formation in Macedonia.
This entity requires a minimum of three shareholders who can be individuals or legal entities. The company needs to have at least three directors as well. The shareholders will be held liable to the extent of their participation for the company’s debt and obligations. It must be noted that this company type allows 100% foreign ownership.
The Macedonian branch, subsidiary or representative office - foreign companies are allowed to set up separate enterprises from the parent company, where the foreign company will be a shareholder in a Macedonian company. Foreign companies can also open extensions of the parent company in Macedonia.
Taxation in Macedonia
The standard VAT rate in Macedonia is 18%, but a reduced rate of 5% applies to certain products. Companies which are liable to the payment of the VAT have to register for taxation, to obtain a VAT number and to deposit monthly or quarterly returns. The obligation to submit VAT returns is determined based on the turnover of the company. Companies liable to the payment of this tax, as well as other taxes prescribed by the national law, have to register with the Public Revenue Office, operating under the Ministry of Finance.
All European countries have included in their national tax legislation the VAT, but it must be noted that in certain countries this tax does not exist. This can be a common situation for those who opt for offshore incorporation, who do not have to pay this tax, but are liable to other taxes, specific to the legislation of the given offshore region.
The corporate tax rate in Macedonia is 10%. In Macedonia, dividends, interests and royalties are subject to a withholding tax rate of 10%, unless it is reduced by tax treaties. However, the rate at which the withholding tax is applied to the taxation of interest, dividends and royalties can also be of 15%, according to the stipulations of certain double tax treaties, and the rate at which the respective sum will be taxed will also vary based on the participation percentage of a foreign company.
Please contact us for more information about how to open a company in Macedonia and prices. Our specialists are BridgeWest are ready to assist foreign investors in starting a business not only in Macedonia, but we can also help you incorporate businesses in almost any region of the world. Our team has an extensive expertise in providing assistance on offshore company set up and can also help you opening an offshore bank account, following the regulations of your chosen business destination.