Managing Director

North Macedonian Limited Liability Companies can have 1 or more Managing Directors (“MDs”). In case the Shareholders appoint 3 or more MDs, such MDs may be organized in the form of a Managing Board (“MB”), if stipulated in the Memorandum of Association (“MoA”) whereby division of duties, competences, composition should be determined as well. The applicable North Macedonian legislation does not provide for a different treatment between the divisions of duties, competences or other relevant issues when comparing MDs organized in a MB and MDs which are not organized in such body. MDs may be either (i) the sole governing body (in which case the supervision is conducted directly by the Shareholders) or (ii) part of a two-tier organizational structure which includes 2 governing bodies, the other governing body being the Controller/Supervisory Board (collectively “SB”). [...] The Shareholders of the Company decide (via the MoA) whether the Company will have a one-tier or a two-tier management system and whether there will be 1 or more MDs, including separation of duties between MDs.

Division of Duties: The duties of MDs are defined within the MoA. In general, the MDs undertake all legal and factual actions related to the day-to-day operations of the Company as well as more high-level actions such as establishing the overall business strategy and making certain material decisions.

Composition: A North Macedonia Limited Liability Company must be managed by at least 1 MD (no maximum number applies) being a physical person (either a Macedonian citizen or a foreign national). The following persons, however, cannot be appointed as MDs: (i) persons who by effective court decision are prohibited from performing an occupation, activity or duty which is associated with the function of MD; (ii) MDs of other companies that have a blocked bank account, and (iii) persons that have been convicted for false bankruptcy, causing bankruptcy by reckless operation, abuse of a bankruptcy procedure, or damaging or preferential treatment of creditors, during the period of the prohibition.

Appointment/Dismissal Competence: MDs are appointed/dismissed by the Shareholders via a 3/4 majority vote at the General Meeting (“GM”), unless otherwise stated in the MoA (regardless whether the Company has a one-tier or a two-tier management system). Unless otherwise regulated by the MoA, the mandate duration for a MD is 4 years (with possible reappointment). The mandate of a Managing Director, who is also a shareholder, could last as long as he holds the share in the Limited Liability Companie.

Alternates: A Managing Director could authorize a proxy (e.g. an attorney at law) to undertake matters from his scope of authorizations based on a duly notarized power of attorney.

Appointment
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice (with  agenda and drafts of the proposed Resolutions).

Yes, to be signed by the MD.

At least 30 calendar days prior to the GM.

Yes, each Shareholder to receive original notice by certified mail (unless provided otherwise in the MoA). 

No.

Yes, if all Shareholders are present on the GM and none of them objects.

2

GM.

(i) Minutes of the GM;

(ii) Adopted Resolutions.

Yes, Minutes to be signed by the Chairman of the GM, the Minute-Keeper (if appointed) and all Shareholders who took part in the GM.

Adopted Resolutions to be signed by the Shareholders.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes, original copy of the executed Minutes, and Adopted Resolutions to be kept at the Company`s premises.

No.

No, however, no physical meeting is required if the MoA allows decisions to be adopted out of session. 

3

Filling with the Central Registry.

Filing and payment of administrative fees are completed via an electronic online registry.

(i) Adopted Resolutions;

(ii) Statement on acceptance of the appointment;

(iii) Statement on undertaken activities in respect of the appointment;

(iv) Copy of ID/passport of the new MD; 

(v) Specimen signature of the new MD;

(vi) Decision on the amendment of the MoA and consolidated version of the MoA;

(vii) Identification documents for the shareholders (excerpts from the competent registries for legal entities, copies of passports for foreign natural persons, copies of ID for residents);

(viii) Power of attorney for the registration agent;

(ix) Powers of attorney if any of the documents are signed by authorized proxy (e.g. attorney at law).

Yes, the power of attorney for the registration agent, the statement on acceptance, the statement on undertaken activities and the specimen signature to be signed by the new MD.

Adopted Resolutions, amended MoA and consolidated MoA to be signed by the Shareholders.

No later than 15 calendar days following the GM.

Yes, all documents to be filed in original (with the exception of the copy of the ID/passport of the new MD).

Notarization is not required for submission of the documents before the Central Registry.

Notarization of the specimen signature is required by local banks if the MD is appointed as bank account signatory.

No.

All documents submitted to Central Registry to be provided in Macedonian language. Foreign language documents to be translated into Macedonian by a translator commissioned by the Ministry of Justice and verified by a notary public.

1
Step 1
> 30 days*
2
Step 2
0 days
3
Step 3
0-15 days

0-45 days**

*Less than 30 days only possible if Step 1 is waived.

**Notarization and translations (if required) may take additional time.

Dismissal
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice (with agenda and drafts of the proposed Resolutions).

Yes, to be signed by the MD.

At least 30 calendar days prior to the GM.

Yes, each Shareholder to receive original notice by certified mail (unless provided otherwise in the MoA). 

No.

Yes, if all Shareholders are present on the GM and none of them objects.

2

GM.

(i) Minutes of the GM;

(ii) Adopted Resolutions.

Yes, Minutes to be signed by the Chairman of the GM, the Minute-Keeper (if appointed) and all Shareholders who took part in the GM.

Adopted Resolutions to be signed by the Shareholders.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes, original copy of the executed Minutes, and Adopted Resolutions to be kept at the Company`s premises.

No.

No, however, no physical meeting is required if the MoA allows decisions to be adopted out of session.

3

Filling with the Central Registry.

Filing and payment of administrative fees are completed via an electronic online registry.

(i) Adopted Resolutions;

(ii) Statement on undertaken activities in respect of the dismissal;

(iii) Decision on the amendment of the MoA and consolidated version of the MoA;

(iv) Identification documents for the shareholders (excerpts from the competent registries for legal entities, copies of passports for foreign natural persons, copies of ID for residents);

(v) Power of attorney for the registration agent;

(vi) Powers of attorney if any of the documents are signed by authorized proxy (e.g. attorney at law).

Yes, the power of attorney for the registration agent and the statement on undertaken activities to be signed by the MD. 

Adopted resolutions, amended MoA and consolidated MoA to be signed by the Shareholders.

No later than 15 calendar days following the GM.

Yes, all documents to be filed in original.

Notarization is not required for submission of the documents before the Central Registry.

Notarization of the specimen signature is required by local banks, if the MD is appointed as bank account signatory.

No.

All documents submitted to the Central Registry to be provided in Macedonian language. Foreign language documents to be translated into Macedonian by a translator commissioned by the Ministry of Justice and verified by a notary public.

1
Step 1
> 30 days*
2
Step 2
0 days
3
Step 3
0-15 days

0-45 days**

*Less than 30 days only possible if Step 1 is waived.

**Notarization and translations (if required) may take additional time.

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Karanovic & Partners in cooperation with local lawyers has provided all input about changing board members in North Macedonia. [...]

Karanovic & Partners is a regional legal practice in Southeast Europe with a tradition spanning two decades and cooperating offices in Serbia, Croatia, Slovenia, Montenegro, North Macedonia and Bosnia and Herzegovina. With more than 100 attorneys at law cooperating across the region, we provide integrated services focusing on effectiveness and practicalities in providing solutions to the clients.

For more information about Karanovic & Partners and changing board members in North Macedonia, please use the below contacts:

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