North Macedonia reforms Company Legislation


LLC founders benefit from the low minimum share capital, the limited personal liability towards third parties, the unbureaucratic establishment procedure and the simple organisational structure of the company form. A simplified LLC is now also intended to serve small businesses as a legal form.

Of all forms of trade companies, the limited liability company is the most common. With the Amending Law of the Law on Trade Companies, published in the Official Gazette of North Macedonia no. 215/2021 of 16 September 2021, the legislator incorporates a so-called “sub-form” of the LLC – the Simplified Limited Liability Company (in continuation: SLLC). This step is intended to provide additional relief for founders, by minimizing the minimum share capital from 5,000 EUR to at least 1 EUR expressed in denar counter value. From a current point of view, within the Macedonian law on trade companies, two forms of LLCs exist which rest upon the same principles and concepts deriving from the contemporary law on trade companies.

Based on the comparative analysis of the relevant laws in Germany, Luxembourg and Croatia, one can recognise that, with minor deviations, these legal solutions for this form of trade company are identical as those implemented by the Amending Law of the Law on Trade Companies. In relation to the deviations mentioned above, unlike in Croatia, the Law on Trade Companies of the Republic of North Macedonia does not expressly prohibit the transformation of an LLC into a SLLC. The Macedonian law additionally does not limit the number of SLLCs where one person can be a shareholder, as is the case in Luxembourg.

This raises the question of the extent to which it was necessary to introduce a new sub-form of the LLC, whose share capital was reduced from 5,000 euros to 1 euro in denar equivalent. Taking into account all the facts and arguments, especially those that focus on the significance of the share capital as a guarantee for the fulfilment of obligations, the authors consider that a more adequate amendment to the Law on Trade Companies would be a provision by which the basic capital of an LLC (or D.O.O.) would be reduced to 1 EUR in denar counter value, instead of introducing a “new form” of limited liability company. Nonetheless, the incorporation of the SLLC (or P.D.O.O.) in the Macedonian legal framework will contribute significantly towards the growth and development of entrepreneurship and facilitate the establishment of a greater number of small businesses which were previously restricted due to the financial burden.

However, the authors maintain that this particular feature puts the SLLC in a subordinate position in comparison to the regular LLC. For it is not guaranteed, that the business ventures of a LLC (or D.O.O.) will be more successful than those of a SLLC (or P.D.O.O.) and, in the case of the latter, that the fulfilment of the company’s obligations is permanently guaranteed.