Fee quote

Controller/Supervisory Board

The Controller/Supervisory Board (collectively “SB”) is part of an organizational structure which includes 2 governing bodies, the other being 1 or more Managing Directors (“MDs”). The existence of this body is determined within the Memorandum of Association (“MoA”). 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 SB monitors the implementation of the Company’s MoA, supervises the work of the MDs, carries out internal audit of the Company’s operations and monitors compliance of the Company’s operations. [...] The SB also submits an annual report on the Company’s business operations and supervision of the work of its MDs to the General Meeting (“GM”).

Composition: A North Macedonian Limited Liability Company may have 1 Controller or alternatively a full Supervisory Board, which is composed of at least 3 members (no maximum number of members applies). North Macedonian legislation does not provide any differences between the divisions of duties, competences or other relevant issues when comparing Controllers and Supervisory Boards. The following persons cannot be registered as a SB member: (i) the MDs and employees of the Company; (ii) close relatives of the MDs; (iii) persons that are already members of the SB in at least 5 other North Macedonian companies; (iv) persons who by effective court decision are prohibited from performing an occupation, activity or duty which is associated with the function of a SB member; (v) MDs/SB members of other companies that have a blocked bank account, and (vi) 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, if the prohibition from such convictions still stands.

Appointment/Dismissal Competence: The SB members are assigned by the Shareholders by simple majority of votes, except if otherwise stipulated in the MoA. In case the SB members are mentioned by name and other relevant data (e.g. personal number, residence, etc.) in the text of the MoA (this is not a legal obligation but is somewhat common in North Macedonian companies) then the Shareholders meeting would also require a 3/4-majority vote in order to amend the MoA. Unless otherwise regulated by the MoA, the mandate duration for the SB members is 4 years (with possible reappointment).

Alternates:  Although not common in practice (and not explicitly regulated by North Macedonian Company Law), SB members may be represented at a SB Meeting by a proxy based on a duly notarized Power of Attorney. 

Appointment
Download/print Checklist Fee quote
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 is completed via an electronic online registry.

(i) Adopted Resolutions;

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

(iii) Decision on the amendment of the MoA and consolidated version of the MoA (only if existing MoA contains information on the SB member);

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

(v) 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);

(vi) Power of attorney for the registration agent;

(vii) 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 (if existing MoA contains information on the Controller/SB member).

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 SB member).

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.
Download/print Checklist Fee quote
Dismissal
Download/print Checklist Fee quote
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 (only if existing MoA contains information on the SB member);

(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 MD.

Adopted Resolutions, amended MoA and consolidated MoA to be signed by the Shareholders (if existing MoA contains information on the Controller/SB member).

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.
Download/print Checklist Fee quote
Fee quote

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:

TEL: +3892 3223 870
EMAIL: macedonia@karanovicpartners.com
WEB: www.karanovicpartners.com