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Set up a DOO

Updated on Monday 08th January 2018

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The most common form a business can take in Macedonia is the Limited Liability Company (Drushtvo so Ogranichena Odgovornost – DOO).

The main advantages of owning a Limited Liability Company in Macedonia is the quite small requested share capital (5,000 Euros) at incorporation, the fact that the shareholders are not liable to cover the company’s debts with their personal assets (unlike the members of a partnership) and the fact that it’s easy to manage. There must be at least one shareholder to start this type of business but a maximum of 50. If the number of shareholders is above 50 for more than a year, than the company must be registered as a joint-stock company or liquidated.

The DOO’s most important decisions are taken by the General Meeting of the shareholders. They can decide if the capital can be increased or not, appoint a Manager, include new shareholders, decide the date the fiscal year begins or ends. The appointed Manager doesn’t have to be a member of the limited liability company. He can take day to day decisions in order to protect the firm interests.

If there is only one shareholder, a Statement must be registered instead of the Articles of Association (in case there are more shareholders).

Both acts must contain the following information: the name of the company, headquarter, type of business, amount of every shareholders’ contribution, the way the company formation taxes will be covered, the way the gains and losses will be distributed, the directors and the way the company is represented. The below documents are requested at registration: the Memorandum of Association, proof that at least half of the minimum share capital was paid, the document that shows who are the managers and a proof that each shareholder has paid at least a third of their share in cash.

After notarizing the documents (the Articles of Association and the manager’s signature), the company must apply for registration at the Central Register of Republic of Macedonia. After registering, a company seal must be procured. For this process, the company registration certificate is requested.

After receiving the company seal, the Articles of Incorporation along with the certificate of registration must be submitted at the Social Security Office in order to register here all the employees.

The registration process doesn’t take longer than a week if all the documents are proper.

The liquidation of a limited liability company may take place if the General Meeting of the Shareholders has decided to, if the term written in the Articles of Association has expired, if the company is declared bankrupt, if the Court considers that the law was broken by the company. 

Partner: Firmengründung Ausland Регистрация компании Македония

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