Simplified Limited Liability Company (“PDOO”)

With the Law on Amendments to the Law on Trade Companies no. 251/2021 published in the “Official Gazette of the Republic of North Macedonia” on 16.09.2021. a new form of company is envisaged – SIMPLIFIED LIMITED LIABILITY COMPANY or abbreviated “PDOO“. The purpose of the legal changes is to enable the establishment of companies with a minimum amount of founding capital of 1 euro, for the category of citizens who want to start their own business, but do not have sufficient funds to establish a limited liability company with a founding capital of 5000 euros. . In this regard, the legislator provides an opportunity to start a business with a minimum amount of founding capital, which would increase the possibility of establishing companies of young people with innovative ideas, who do not have initial own capital, and on the other hand, would increase competitiveness and would reduce the “grey” economy in the country.

Pursuant to the adopted amendments to the Law, it is provided that the company that has a maximum of three founders as natural persons, one of whom is a manager, may be established as a Simplified limited liability company – PDOO. The minimum amount of the share capital of the simplified limited liability company is 1 euro in denar counter value according to the middle exchange rate of the National Bank of the Republic of North Macedonia on the day of payment, unless the founders agree to be the day of signing the founding act of the company. The minimum nominal amount of the business share is 10 cents in Denar counter-value according to the middle exchange rate of the National Bank of the Republic of Northern Macedonia on the day of payment, unless the founders agreed to be the day of signing the founding act of the company. The stakes for the taken over business shares are paid only in cash. The application for registration of the company in the trade register is submitted after the deposits for the undertaken business shares in the company have been paid in full. The provisions of the law also provide special provisions for mandatory reserves for this type of companies and what it can be used for. According to the legal provisions, the Company must have a reserve requirement, in which ¼ (one quarter) of the company’s profit stated in the annual financial statements, reduced by the amount of the loss from the previous year, must be entered. The required reserve can be used to: increase the share capital by distributing the reserve in the share capital of the company; to cover the loss for the year for which the annual financial statements are submitted, if it is not covered by the profit realized in the previous year and to cover the loss expressed for the previous year, if it is not covered by the profit stated in the annual financial statements for the year are submitted.

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