In the Official Gazette of Republic of North Macedonia no.99/2022, the latest amendments to the Law on Trade Companies were published, and they entered into force on April 29, 2022.
The amendments expand the conditions and opportunities for increasing the share capital of companies, by transforming the loan into an investment.
Through this text we will start from the ordinary basic capital, how it is entered and managed in the Central Registry, up to the novelties in the Law.
Basic capital of the Trade Company
The property created by investments in the company is expressed in money and represents the basic capital of the company. The basic capital of the trade company is in denars or in foreign currency and is obligatorily stated in the memorandum. The rights and obligations that the partner acquires on the basis of the investment in the share capital of the company are his share in the company.
Deposits in the basic capital
The deposits that are invested, ie deposited during the establishment of the trade company, ie during the increase of the basic capital are made available to the company. Bets can consist of money so called cash deposits, from items (movable and immovable) and rights that have property value, which can be assessed and expressed in money, the so-called non-monetary deposits or only from money, only from things or only from rights. The stakes can also consist of a loan, ie additional surcharges.
Ways to increase the share capital
Increase of the share capital is done with a decision at the meeting of the partners which has the character of a decision with which the contract for the company is amended. Increase of the share capital can be done by taking new deposits or by entering the reserves and the profit of the company in the share capital. The share capital can be increased only if all previous deposits have been paid in full.
Conditions for increasing the share capital
The decision for increase of the basic capital determines: the amount of the increase of the basic capital, the manner in which the persons who will take the investment will participate in the distribution of the profit and from when in the business year in which the basic capital is increased they will exercise this right, the amount and the part of the basic capital to be paid before submitting the application for entry in the trade register, the deadline within which the deposits should be paid and the method of payment, the type of non-monetary deposits, if the increase is made by entering non-monetary deposits, additional liabilities and other conditions under which the increase of the share capital is performed. Only with a decision for increasing of the basic capital can the persons who register and take over the deposits up to the amount of the increase be required to pay over the nominal amount of the taken over deposit as well as for the new deposits to be determined special rights. If payment is required above the nominal amount of the subscribed investment, the surplus must be paid before submitting the application for entry of the increase of the basic capital in the trade register. If the increase of the basic capital is done by depositing non-monetary deposits, it must be explicitly determined by the decision for increase of the basic capital, during which the deadline within which the non-monetary deposits must be deposited and determined.
Non – monetary deposits must be entered in the company before the application for registration of the increase of the basic capital in the trade register is submitted. The provisions of the Company for the lowest amount of the deposit, the method of payment, the arrival of the payment of the deposit, as well as the legal consequences of the late payment, are applied to the new deposits. If the increase of the share capital is done by depositing non-monetary deposits, the provisions of Article 35 of the Companies Act for the assessment of the non-monetary investment and for the liability of the partner who contributes the non-monetary investment shall also apply to the new deposits.
Transforming a loan into an investment Increasing the share capital by taking new deposits can be done with a loan given by a partner or a third party as an investor that is transformed into an investment in the company. The loan given by a third party as an investor that is transformed into an investment in the company is given exclusively in money. This loan can be transformed into an investment in the company no later than the end of the third year after signing the loan agreement. The loan that is transformed into a new investment in the company in the procedure of increasing the share capital of the company is introduced on the basis of a loan agreement which is transformed into an investment of the company in the procedure of increasing the share capital of the company. The loan agreement that is transformed into an investment in the company in a procedure of increasing the share capital of the company, obligatorily determines: the total amount of the loan, the conditions under which the loan will be repaid, the conditions for transforming the loan into an investment in the company and the percentage of share acquired by transforming the loan or the method of calculating the share if the percentage of the share can not be predicted on the day of concluding the contract. This agreement must be made in writing, signed by a third party as investor and by the manager and the founder/founders, as agreeing parties and notarized.