Due to the existence of different court practice, on 27.12.2023, the Supreme Court of the Republic of North Macedonia adopted a principled legal opinion regarding the legal question whether in a situation where a company is deleted in accordance with Article 552-a and Article 552-b of the Law on Trade companies, the court should appoint a liquidator of the deleted company to conduct a liquidation procedure in which, after settling the creditors, the property of the company will be distributed to the shareholders or during the distribution of the property, only the provisions of 552-a paragraph 3 and paragraph 4 of the Law on Trade Companies, shall apply, so that the shareholders will distribute the property among themselves.
Namely, as it can be seen from the principled legal opinion, the Supreme Court determined that a liquidator cannot be appointed for distribution of the property and a liquidation procedure cannot be carried out on a company deleted due to the established status of an inactive entity.
According to the legal provisions that regulate the deletion of inactive entities from the Trade register and the register of other legal entities, as well as the distribution of the property of companies, Article 552-a of the Law on Trade Companies is exclusively applied, especially paragraph 4 of the same article, according to which it is determined that the movable property of the companies deleted on the basis of established inactive status should be distributed within one year from the adoption of the decision for deletion.
The monetary assets and real estate are distributed within 10 years from the day of adoption of the decision on deletion. In case after the expiration of this period, the property is still not distributed, it will be transferred to the ownership of the Republic of North Macedonia, with the obligation to keep the movable property for one year, and the monetary assets and real estate for 10 years. Within the stipulated period, the shareholders have the right to prove their ownership of the property in court proceedings and to demand its return.
In addition, in a situation where there are explicit legal provisions on the method of distribution of the assets of the deleted company that has established status as an inactive entity, the opinion of the Supreme Court is that the provision of Article 549 of the Law on Trade Companies cannot be applied, in which it is provided that if, following the deletion of the company in the trade register, assets of the company have been identified, the court shall, upon request of any entity having legal interest, recall the liquidators or appoint new ones, who shall act in accordance with the provisions of this Law referring to the liquidation, bearing in mind the fact that in such case a liquidation procedure has not been carried out.