FOUNDING OF LIMITED LIABILITY COMPANY

Тhe Limited Liability Company can be founded with basic capital of no less than 5.000 Euros in Denar counter value according to the average exchange rate for that currency published by the NBRM on the day of the payment, by making monetary or non-monetary contributions of the members. While performing the activity through a limited liability company, the company’s members are not liable for the companies’ liabilities.

A limited liability company can be incorporated by one or more natural persons or legal entities, but no more than 50 members. The limited liability company, shall be incorporated by the company’s agreement concluded by all founders in written or electronic form (if the company is founded by one person, the company’s agreement is replaced by the founder’s statement for founding the limited liability company) in written or electronic form signed with an electronic signature in accordance with the E-registration System. The company’s agreement, that is, the act of incorporation of the company in a written form shall be verified by signatures of the partners with an electronic signature of the registration agent, or in an electronic form shall be signed with an electronic signature of the partners of the company through the E-registration System. The founders shall, personally or via an attorney-in-fact who must have a power -of-attorney verified by a notary, conclude the company’s agreement, except in the case where the power -of-attorney is signed with an electronic signature in accordance with the E-registration System. The power-of-attorney shall not be required if the founder’s representative is authorized by law to conclude the company’s agreement, that is, to give a statement for incorporation of the company.

The company’s agreement, that is the act of incorporation of the company shall contain:

1)      The name and surname, master citizen number, passport number, that is the number of the personal identification card or other document aimed at determining the identity valid in his/her country and his/his citizenship and place of residence, that is the business name, the head office, unique entity number, if the partner is a legal entity;

2)     The business name and head office of the company;

3)     The scope of company’s operations;

4)     Company’s duration;

5)     The amount of the basic capital and amount of the contribution of each member individually, and if the contribution is non-monetary – detailed description and value of the contribution;

6)     The manner and time period for payment of the monetary contributions that are not paid in full;

7)     The name and surname, master citizen number of the manager, that is the managers (hereinafter: manager), passport number, that is the number of the personal identification card for a foreign natural person or other document aimed at determining the identity valid in his/her country and his/his citizenship and place of residence;

8)    The representation of the company;

9)     the rights and liabilities of members towards the company, in addition to the payment of their contributions, as well as the rights and liabilities of the company towards the founders;

10) The manner and criteria for distribution of the profit and manner of covering loss;

11)  Company’s management; and

12) Termination of the company.

The company’s incorporation shall be entered in the trade register (Central Register of RM) and the application is submitted by the manager tthrough the  registration agent.

The following shall be attached to the entry application for the company’s incorporation:

1)      The company’s agreement, that is the act for the company’s incorporation, with all attachments, including the letter of attorney for the attorney-in-fact;

2)     Copy of the passport or the personal identification card if a natural person is a founder or from other document aimed at determining the identity valid in his/her country, that is a registration proof- if the founder is a legal entity;

3)     If non-monetary contributions are entered – the contracts by which they are regulated and implemented, the appraisal’s report, except in the case where, an appraisal is not conducted, and a proof of ownership containing a note recorded in a public book for immovable, and if movables are entered for which a law determines the obligation for entry (register) – a proof of ownership of the movables, and if securities are invested, a proof of ownership of those securities shall be submitted to the trade register along with a note that they are invested in a trade company and that the owner cannot manage them. For such purpose, the owner of the securities shall submit a notary verified statement to the Central Securities Depository that the securities are invested in a trade company and that it agrees a limitation for management until their transfer to the trade company to be recorded for these securities.

4)     The decision for manager’s appointment, provided that he/she is not appointed with the company’s agreement, containing the name and surname, master citizen number, passport number, that is the number of personal identification card of the foreign person or other document aimed at determining the identity valid in his/her country and his/her citizenship, as well as the place of residence;

5)     Statement for each company’s manager that he/she accepts the election, if it is determined by the company’s agreement that the company which has more than one managers shall be represented by only one manager, together or without a procurator, and a statement that the company’s representation is accepted in a manner determined in the company’s agreement;

6)     Decision for election of members of the supervisory board, that is the controller, if the company has a supervisory body, wherein the name and surname, master citizen number, passport number, that is the number of the personal identification card for a foreign natural person or other document aimed at determining the identity valid in his/her country and his/his citizenship as well as the place of residence shall be stated;

7)     Proof for ownership containing note in the main book for recording immovable property, and if an immovable is being entered wherefore by law it is determined to be recorded (register), proof for ownership over movable;

8)    License or other act of a state body or other competent body, if such an obligation is determined by law, for the purposes of entry of the company in the trade register;

9)     Statement made by a representative by law of the legal entity, that is statement from the private individual that there is no obstacle for him/her to be the founder of the company,

10) Statement, in accordance with Article 32 of the Company law, that the company was founded in accordance with the law and the data contained in the attachments (documents and proofs) submitting to the founding entry application in the trade register are true and according the law; and

11)   Notarized signature on a ZP form by the manager, that is the persons who according the company’s agreement are authorized for representation.

If you need any further information and advice regarding the published, please feel free to contact us here.

Source of the published regulations: www.slvesnik.com.mk

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