Types of Companies in North Macedonia | 8 Entities Explained

Introduction to Entity Types in North MacedoniaCopy link to section

North Macedonia is a landlocked country in the southeastern Balkans, bordered by Serbia, Kosovo, Bulgaria, Greece, and Albania. It has been an independent republic since 1991 and a NATO member since 2020, with EU candidate status that continues to shape its regulatory alignment with European standards.

Company registration is administered by the Central Registry of North Macedonia (Централен регистар на Република Северна Македонија), the body responsible for registering all legal entities, maintaining the commercial register, and processing statutory filings. The tax regime operates on a low-rate, territorial basis, with corporate profits taxed only upon distribution rather than at the point of earning.

Business entity types available under Macedonian company law include:

• Joint Stock Company (Акционерско Друштво – AD)
• Limited Liability Company (Друштво со Ограничена Одговорност – DOO)
• General Partnership (Јавно Трговско Друштво – JTD)
• Limited Partnership (Командитно Друштво – KD)
• Limited Partnership with Shares (Командитно Друштво на Акции – KDA)
• Branch Office
• Representative Office
• Sole Proprietor (Трговец Поединец – TP)

Each structure carries distinct requirements around capital, liability, governance, and reporting obligations — all of which the sections below examine in detail.

An Overview of Business Structures in North MacedoniaCopy link to section

North Macedonia's company law framework recognises several distinct legal forms of business, each governed primarily by the Law on Trade Companies (Zakon za Trgovski Друштва). This legislation, administered through the Central Registry of the Republic of North Macedonia (Centralen Registar), establishes the formation requirements, liability rules, and operational parameters for each structure. Every entity type serves a different commercial purpose, from simple one-person trading to large-scale capital market participation.

Business Structures at a GlanceCopy link to section

Each of these structures is examined in full in the sections below.

Joint Stock Company (Акционерско Друштво – AD)Copy link to section

Governed by the Company Law of North Macedonia (Закон за трговски друштва), the Joint Stock Company AD North Macedonia is the most structurally complex corporate form available under domestic law. It carries separate legal personality, meaning the entity itself — not its shareholders — holds rights and obligations.

Liability is strictly limited to subscribed share capital. This structure suits businesses that intend to raise capital from a broader investor base or eventually list on a regulated exchange.

Key CharacteristicsCopy link to section

Focus PointsCopy link to section

• Taxation: Subject to a 10% corporate income tax on distributed profits; VAT applies at 18% standard rate; dividend withholding tax of 10% applies, reducible under applicable double tax treaties; no stamp duty on share issuance. Refer to the Public Revenue Office for current rates.
• Annual Compliance: Mandatory financial statement filing with the Central Registry (Централен регистар); statutory audit required for large and medium-sized entities and for all public ADs.
• Treaty Access: North Macedonia maintains a network of double tax agreements; AD entities qualify as residents for treaty purposes when centrally managed and incorporated domestically.
• Conversion: An AD may be converted into a DOO or another permitted form through a formal restructuring procedure under the Company Law.
• Restrictions: Regulated sectors (banking, insurance, investment funds) require an AD structure but also sector-specific licensing from the National Bank or Securities and Exchange Commission.

Sub-TypesCopy link to section

Private Joint Stock Company (Затворено Акционерско Друштво)

Shares are not offered to the public and are subject to transfer restrictions set out in the articles of association. This form is used for closely held businesses that require the AD structure without public capital-raising.

Public Joint Stock Company (Отворено Акционерско Друштво)

Shares may be offered publicly and listed on the Macedonian Stock Exchange. Additional disclosure, prospectus, and ongoing reporting obligations apply under securities legislation.

When to Use This StructureCopy link to section

The AD is suited to large-scale operations, investment holding structures, and businesses intending to attract institutional investors or access public capital markets. Its primary advantage is unrestricted share transferability and capacity for multi-class share issuance. The main drawback is the administrative burden: statutory audits, board governance requirements, and capital thresholds make it disproportionate for most small or mid-sized ventures.

Company Incorporation in North Macedonia

Expanship assists with AD registration, document preparation, and Central Registry filing in North Macedonia.

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Limited Liability Company (Друштво со Ограничена Одговорност – DOO)Copy link to section

The Limited Liability Company DOO North Macedonia is governed by the Company Law (Закон за трговски друштва), originally enacted in 2004 and subsequently amended. As a separate legal entity, the DOO shields its members from personal liability beyond their contributed capital, making it a hybrid structure that combines corporate liability protection with relatively straightforward governance.

Registration of a DOO is administered through the Central Registry of North Macedonia (Централен регистар на Република Македонија), which processes incorporation filings and maintains the official company register.

Key CharacteristicsCopy link to section

Focus PointsCopy link to section

• Taxation: Subject to 10% corporate income tax; standard VAT rate of 18% applies once the registration threshold is met; withholding tax on dividends is generally 10%.
• Annual compliance: Annual financial statements must be submitted to the Central Registry; financial reporting follows local accounting standards aligned with IFRS.
• Economic substance: No formal substance test is prescribed specifically for DOOs, though genuine operational activity is expected for tax residency purposes.
• Treaty access: As a tax resident entity, a DOO can access North Macedonia's network of double taxation treaties.
• Conversion: A DOO may be converted into a Joint Stock Company (AD) through a formal transformation procedure under the Company Law.

ClosingCopy link to section

The DOO suits small-to-medium trading operations, holding structures, and service-based businesses where management simplicity and capped liability are priorities. The low minimum capital requirement reduces the barrier to entry, though the 50-member ceiling restricts its use for larger investor pools.

Partnerships in North Macedonia [General Partnership (JTD), Limited Partnership (KD), Limited Partnership with Shares (KDA)]Copy link to section

Partnerships in North Macedonia are governed by the Law on Trade Companies (Zakon za Trgovski Drushtva), most recently consolidated in 2004 with subsequent amendments. Three partnership forms exist under this legislation: the General Partnership (Јавно Трговско Друштво – JTD), the Limited Partnership (Командитно Друштво – KD), and the Limited Partnership with Shares (Командитно Друштво на Акции – KDA). These structures are less commonly used than the DOO but remain available options under Macedonian commercial law.

Partnerships in North Macedonia JTD KD structures carry distinct liability profiles. In a JTD, all partners bear unlimited joint and several liability for the firm's obligations. The KD separates partners into two classes: general partners with unlimited liability and limited partners whose exposure is capped at their contributed capital. The KDA follows the same two-tier model but divides the limited partners' capital into transferable shares, making it structurally closer to a joint stock company.

Key CharacteristicsCopy link to section

Focus PointsCopy link to section

• Taxation: Corporate profits taxed at 10%; VAT applies at the standard 18% rate once turnover thresholds are met; withholding tax of 10% applies to profit distributions to non-residents; no stamp duty on capital contributions.
• Annual Compliance: Financial statements must be submitted to the Central Registry annually; bookkeeping obligations apply regardless of activity level.
• Treaty Access: North Macedonia has an active double taxation treaty network; partnership income attribution rules determine treaty eligibility at the partner level.
• Conversion: A JTD or KD may be converted into a DOO or AD through a formal transformation procedure under the Law on Trade Companies.
• Restrictions: Foreign nationals may be general partners but unlimited personal liability exposure makes this form commercially uncommon for non-resident investors.

Sub-TypesCopy link to section

General Partnership (JTD)

All partners hold management rights by default and carry unlimited personal liability. This form is typically used by small professional practices or family-run businesses where partners have full mutual trust and no separation of liability is required.

Limited Partnership (KD)

Limited partners may not participate in management without assuming general partner status. The KD suits structures where one active managing partner operates the business while passive investors contribute capital with capped exposure.

Limited Partnership with Shares (KDA)

The KDA introduces transferable share certificates for limited partners, enabling broader capital participation without modifying management control held by general partners. It is occasionally used as a transitional structure before conversion to an AD.

ClosingCopy link to section

Partnerships suit closely held businesses or professional arrangements where the partners are known to each other and operational simplicity is prioritised over liability protection. The absence of a minimum capital requirement in JTD and KD structures is a practical advantage, though unlimited personal liability for general partners remains a significant commercial constraint.

Foreign Business Presence in North Macedonia [Branch Office, Representative Office]Copy link to section

Foreign companies seeking to operate in North Macedonia without incorporating a new local entity have two recognised options under the Law on Trade Companies (Official Gazette of the Republic of Macedonia, No. 28/2004, with subsequent amendments): a Branch Office and a Representative Office. A foreign company branch office in North Macedonia is registered with the Central Registry of the Republic of North Macedonia and is treated as an organisational unit of the parent company, not a separate legal entity.

Neither structure carries independent legal personality. All liabilities of both forms extend to the parent company abroad.

Key CharacteristicsCopy link to section

Focus PointsCopy link to section

• Taxation: Branch offices are subject to 10% corporate income tax on locally sourced profits; VAT registration is required if annual turnover exceeds MKD 1,000,000. Representative offices are generally not subject to corporate tax as they do not generate revenue.
• Economic Substance: Branch offices engaged in active trade must maintain genuine operational presence; the authorised representative must be identifiable in the registry.
• Annual Compliance: Both structures must submit annual financial reports to the Central Registry; branch offices additionally file tax returns with the Public Revenue Office.
• Treaty Access: Access to North Macedonia's double tax treaties depends on the parent company's jurisdiction; treaty benefits flow to the parent, not the branch or representative office directly.
• Restrictions: Representative offices are strictly prohibited from conducting revenue-generating commercial activity; any breach risks reclassification or deregistration.

Sub-TypesCopy link to section

Branch Office

A branch office may conduct full commercial operations, enter contracts, and generate income in its own operational name, with all legal obligations binding on the parent company.

Representative Office

A representative office is limited to promotional, liaison, and market research functions. It cannot sign commercial contracts or invoice clients, making it suited only to market-entry research or pre-sales activity.

Closing Paragraph and RecommendationsCopy link to section

Both structures serve foreign firms testing or supporting operations without committing to full local incorporation. The branch office offers operational flexibility, while the representative office carries a hard restriction on revenue generation that limits its practical scope considerably.

Sole Proprietor (Трговец Поединец – TP)Copy link to section

Registering as a sole proprietor TP North Macedonia is governed by the Trade Companies Law (Закон за трговски друштва), which defines the Трговец Поединец as a natural person conducting business activity in their own name. Unlike a company, this form carries no separate legal personality — the proprietor and the business are legally the same entity, meaning personal assets are fully exposed to business liabilities.

Трговец Поединец registration Macedonia is handled through the Central Registry of the Republic of North Macedonia (Централен регистар на Република Северна Македонија), which processes applications and issues the registration certificate. The structure suits individuals operating small-scale, low-risk commercial activity without the administrative burden of a corporate form.

Key CharacteristicsCopy link to section

Focus PointsCopy link to section

• Taxation: Subject to personal income tax on business income; VAT registration is mandatory once annual turnover exceeds the statutory threshold; no separate corporate tax applies.
• Annual Compliance: Must maintain basic bookkeeping records and submit an annual financial report to the Central Registry.
• Conversion: Can be converted into a DOO or other corporate form under the Trade Companies Law if business activity expands.
• Restrictions: Foreign nationals face residency-based limitations on registering as a sole trader; self-employed business registration North Macedonia is generally reserved for resident individuals.
• Treaty Access: As a non-corporate entity, access to double tax treaty benefits may be limited depending on treaty-specific provisions.

ClosingCopy link to section

The TP structure suits resident individuals running sole-trade services, freelance activity, or micro-scale commerce where simplicity outweighs the need for liability protection. Its key advantage is minimal formation and compliance cost; its principal drawback is unlimited personal liability for all business obligations.

How to Choose the Right Entity Type in North MacedoniaCopy link to section

Knowing how to choose a company type in North Macedonia before registration prevents structural problems that are costly or legally complex to reverse later.

Why Your Entity Choice MattersCopy link to section

The Law on Trade Companies governs which structures are available and what obligations each carries. Selecting the wrong one has concrete consequences:

• Forming a DOO when your intended activity requires a licensed entity — such as banking or insurance — results in regulatory non-compliance and possible de-registration by the Central Registry of North Macedonia.
• Choosing a structure that lacks access to the treaty network prevents you from claiming withholding tax reductions under applicable double taxation agreements.
• Registering a branch office when you require a separate legal entity means the parent company bears unlimited liability for local obligations.
• Establishing an AD when a single-person consultancy is all you operate adds mandatory audit and supervisory board costs that a DOO does not require.

Key Factors to ConsiderCopy link to section

• Business Activity: Regulated sectors such as banking, insurance, and investment funds require specific licensed entity forms beyond the standard DOO or AD.
• Ownership Structure: A single founder suits a DOO, while multiple investors requiring transferable shareholdings point toward an AD.
• Tax Objectives: Your eligibility for North Macedonia's flat 10% corporate tax or specific incentive regimes depends on your chosen structure and residency status.
• Liability Exposure: Partnerships carry unlimited personal liability, which directly affects your risk profile relative to capital-separated structures.
• Exit Strategy: Conversion between entity types is possible but requires formal court and registry procedures under the Law on Trade Companies, making the initial choice consequential.

Compliance Services for Companies in North Macedonia

Maintain your legal standing with ongoing compliance support tailored to your entity type and regulatory obligations.

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ConclusionCopy link to section

Incorporating a company in North Macedonia involves selecting from a defined set of structures governed primarily by the Law on Trade Companies. The DOO accounts for the majority of registrations, favored by small and medium enterprises for its manageable capital threshold and flexible governance. The AD suits larger ventures requiring access to capital markets or institutional investment. General and limited partnerships fit closely held businesses where personal liability is an acceptable trade-off for operational simplicity. Branch and representative offices serve foreign entities testing the market before committing to a locally incorporated structure. The sole proprietor form remains straightforward but carries unlimited personal liability.

North Macedonia has steadily expanded its network of double taxation treaties and continues aligning its regulatory framework with EU standards, a process that shapes ongoing adjustments to company law and reporting obligations through the Central Registry.

How Expanship Can Assist YouCopy link to section

Expanship's company formation services North Macedonia cover the full registration process, from selecting the appropriate entity type — a DOO, AD, branch, or representative office — through to formal registration with the Central Registry of North Macedonia (Централен Регистар). Your obligations do not end at incorporation; ongoing compliance with the Law on Trade Companies governs how your business operates year-round.

From initial paperwork through to post-incorporation management, Expanship handles each stage directly:

• Document preparation and notarization
• Registered agent and registered office provision
• Filing with the Central Registry on your behalf
• Post-incorporation compliance management
• Banking introduction assistance

Our North Macedonia incorporation assistance is available across all entity types discussed in this guide, including partnership structures that are often overlooked by international investors.

Reach out through Expanship North Macedonia to discuss your requirements with a specialist.

Frequently Asked Questions (FAQ)Copy link to section