COMPANY WITH LIMITED LIABILITY

1. HOW TO ESTABLISH A COMPANY

The company with limited liability is based on a contract for the company concluded by all the founders.

If the company is founded by one person, the contract for the company is replaced by a statement of the founder for establishing a limited liability company (hereinafter: a statement on the company).

The signatures of the founders of the contract for the company i.e. the signature of the founder of a statement on the company are certified by a notary.

The founders conclude the contract personally or by an authorized person, who must have a power of attorney notarized. The authorization is not required if the representative of the founder on the basis of law is authorized for him to close the deal for the company, or to make a statement on the company.

Establishing of the company by gathering founders, i.e. enrollment deposits through public call is not allowed.

2. AUTHORIZED PERSONS

The application for registration of the company is submitted by the manager, i.e. the manager authorized by other managers if the company has more managers.

3. DATA THAT IS RECORDED:

1) the company and office of the company ;

2) subject of working of the company;

3) name and surname, ID number, passport number , i.e. Number of ID if the members is a foreign person or other document establishing the identity – valid in his/hers country and his/hers nationality, as well as place of residence, i.e. company, seat, if the member is a legal entity;

4) the amount of principal;

5) day of signing the contract of the company, i.e. the date of signing a statement for the founding of the company;

6) duration of the company if it is determined by the company agreement or statement of the company;

7) name and surname of the manager, members of supervisory board or controller, if the company has a supervisory body, ID number, occupation, passport number or identification card number of foreign natural person or other document to establish the identity – valid in his/hers country and place of residence;

8) power of attorney of the company and

9) web site if the company has such a page.

Any change of the data, as well as joining partner in the company, i.e. appearing against the partner from the society, is registered in the trade register.

4. ATACHMENTS TO THE APPLICATION FOR REGISTRATION

1) company agreement, i.e. the statement on the company, with all the attachments including the power of attorney certified by a notary;

2) copy of a passport or ID if the founder is an individual or other document for establishing the identity – valid in his/hers country, i.e. Proof of registration if the founder is a legal person;

3) proof of payment by the bank authorized to perform that every founder paid at least one third of the cash deposit;

4) proof that at least half of the principal has been paid, but not less than 2,500 euros in MKD;

5) if contributions are imported-the contracts which determine them and implement them, the report of the assessor, except in accordance with Article 177 of the company Law, assesses and proof of ownership which has annotations in the public record to record the real-estate and if entered as a movable which is determined by law is determined obligation for the records(registry) – proof of ownership of movable;

6) decision to choose the head, if not assigned to the contract for the company, which shall state the name and surname, ID number, passport number, i.e.  Identification card number of foreign persons or other documents establishing the identity - valid in his/hers country, as well as nationality and place of residence;

7) statement of each manager of the company that they accept the choice- notarized, and if the company is certain that only one manager will represent it, together or without procurators, and a statement that they embrace the representing the company in a manner specified in the contract for the company;

8) decision to choose the members of the supervisory board or controller, if the company has a supervisory authority, listing the name and surname, ID number, passport number or identification card number of foreign person or other document to establish identity-valid for his/hers country, nationality and place of residence;

9) proof of ownership made with annotations in public book to keep track of real property, and if we enter a movable which is determined by law is determined obligation for evidence (registry) – proof for ownership of movable;

10) license or other act of a state body or other competent authority, if such obligation is determined by law for the registration of the company in the commercial register;

11) statement by a legal representative of a legal person, or a statement from an individual, notarized, i.e. Attaching proof that there is no obstacle to be a founder of the company, in accordance with Article 29 of the LTC and

12) statement, in accordance with Article 32 from LTC

The Manager, i.e the persons under contract for the company, are authorized to represent the company and attach certified signatures, filled and granted in accordance with Article 65, paragraphs (2) and (3) from LTC

5. REGISTERING OF MANAGER

The manager, his power of attorney of the company and any changes, without delay, will be entered in the commercial register.

ATTACHMENTS:

1) decision for selection of manager, unless the appointment has not been made by the contract for the company;

2) decision to recall if the previous manager was revoked;

3) resignation in writing, if the previous manager has ended with resignation;

4) the act which determines the type and scope of representation;

5) evidence that there is no prohibitions under Article 231, paragraph (4) LTC and

The signature of the manager or the signatures of the persons authorized to represent-certified, supplied and provided in accordance with Article 65,paragraphs (2) and (3) of the Company Law.  

6. DECISION FOR CHANGE OF THE AGREEMENT FOR THE COMPANY

Authorized persons

The application for registration of the decision to change of the company’s contract for the Trade Registry is submitted by the manager or a person authorized by power of attorney, notarized.

Attachments

Towards the application for registration in the Commercial Register is attached decision to amend the company’s contract and Consolidation of the company’s contract.

Registering

The registration of the decision to amend the contract for the company in the Commercial Register is published with the reference number and the date when the decision is taken.

7. REGISTRATION OF THE INCREASE OF THE SHARE CAPITAL BY TAKING NEW ACCOUNTS

Authorized person

The application for registration of the capital increase in the Commercial Register shall be submitted by the manager or person authorized by him with notarized power of attorney.

Attachments:

1) decision for increasing the chapter capital;

2) statements for taking stakes certified by a notary;

3) list of persons who have taken new deposits, signed by the applicant, in which they listed the amounts assumed and deposits paid, and evidence that paid the accompany the list, and if the stakes taken by existing shareholders of the company-the total amount of their deposits;

4) deal with the input that is made of non-monetary deposits if the principal increases with input and

5) proof of ownership which made annotations in the public book to keep track of real property, and if a movable is entered which is determined by a law, an obligation is determined in the records(registry) – proof of ownership of movable.

8. REGISTRATION OF INCREASING OF THE PRINCIPAL FROM THE SIDELINES

Attachments:

1) decision to increase the charter capital by conversion of reserves in principal;

2) adopted annual accounts and balance sheet on which a decision is made to increase the capital, confirmed by the auditor and

3) statement of the manager, notarized, that the day on which refers annual account or balance sheet to the day of filing is not caused changes in the assets of the company which would prevent the decision to increase the charter capital.

(3) registration will be made on the decision for increasing the capital in the commercial register if filed annual accounts not older than eight months after the last day of which refers to the date of filing the application for registration of the capital increase in the Commercial Register.

(4) At the registration it is not checked and is not examined whether the annual accounts submitted are true and are made in accordance with the law.

(5) During registration, it is stated that the capital is increased by means of the company.

9. ACESSION OF NEW SHAREHOLDERS IN THE COMPANY BY ONE PERSON

If the limited liability company by one person, because of the increase of the capital approaches a person would bring new investments and will become a new partner, the partners are required to align the organization and operation of the company, in accordance with the provisions of this law refer to the company with two shareholders.

10. REDUCING THE PRINCIPAL

Way to reduce the principal

The company’s equity must not fall below 5,000 EUR in MKD. If the reduction of principal is implemented by returning of the deposits paid or released of liability of the partners for the full payment of stakes, the amount of other deposits that remain in the company shall not fall below 2,500 EUR in MKD, by simultaneously, a decision to increase the capital to at least 5,000 EUR in MKD.

Registration and publication of the intention to reduce the principal

The manager submits an application for registration in the commercial register of the decision of the intention to reduce the principal.

Its recorded the DECISION for the intention of reducing.

Registration of the reduction of principal

Application for registration of the decision to reduce the principal is submitted for the registration in the commercial register by the deadline that is given to creditors to report their claims.

Attachments:

1) copy of the announcement which has been informed of the intention to reduce the principal, published in the “Official Gazette of the Republic Macedonia”;

2) proof that the company creditors who signed gave insurance that the reported claims will be settled;

3) statement of the manager that was sent to all known creditors notice of the intention to reduce the principal, and that the company did not responded to other creditors except those which the company settled claims or gave ensure that the reported claims will be settled and

4) copy of the book of shares.

Registration of the termination of the company in the commercial register

Authorized persons

The manager must promptly submit the application for registration of the termination of the company in the commercial register by the deadline for which it is established or by the partners of the termination of the company.

After the completion of the liquidation, i.e. the bankruptcy proceedings shall register the deletion of the company in the commercial register. The application for registration shall be submitted by the liquidator or the bankruptcy judge.