Starting a Company in North Macedonia: DOO and DOOEL Basics

If you are starting a business in North Macedonia, the first legal decision is the company form. For the overwhelming majority of founders — local and foreign — the answer is a limited liability company: a DOO (with two or more members) or a DOOEL (with a single member). Both are governed by the Law on Trade Companies, and both limit your liability to the capital you commit to the company.

Why founders choose the DOO / DOOEL

A limited liability company separates your personal assets from the company's obligations. Creditors of the company can, as a rule, only reach the company's assets. Sole traders (TP) do not get this protection, which is why the DOOEL is usually the better choice even for one-person businesses, despite slightly more formality.

Foreign individuals and foreign companies can own 100% of a Macedonian DOO or DOOEL. There is no requirement for a local co-owner.

What the law requires

To form the company you will need, at minimum:

• A company name that is distinguishable from names already registered;
• A registered office (business address) in North Macedonia;
• A founding act — a founders' agreement for a DOO, or a founding statement for a DOOEL;
• A manager (управител), who does not have to be a Macedonian citizen or resident;
• Charter capital of at least EUR 5,000 in denar countervalue. The capital can be contributed in money or in kind, and the timing of payment is regulated — how you structure this is worth discussing before you file.

How registration works

Registration goes through the Central Registry of the Republic of North Macedonia through its one-stop-shop system. In practice, filings are submitted electronically through authorised registration agents, and a straightforward incorporation is typically completed within a few working days of a complete filing.

The one-stop-shop system means the company receives its registration number and tax number through the same procedure — you do not run separate processes with different institutions just to come into existence.

What comes immediately after

Registration is the beginning, not the end, of the setup work:

1. Bank account. The company opens a denar account (and usually a foreign-currency account) with a commercial bank.
2. Tax position. Depending on projected turnover, VAT registration may be mandatory once the statutory threshold is crossed — and can be worth considering voluntarily before that, depending on your customers.
3. Employment. The moment you hire, the Law on Labour Relations applies: written contracts, registration of employees, payroll contributions.
4. Sector licences. Some activities (transport, food, financial services, construction and others) require licences or approvals before you actually begin operating.

Common mistakes to avoid

The problems I see most often are entirely avoidable: founding documents copied from templates that contradict how the founders actually intend to split control; capital contributed in kind without proper valuation; a registered office address the company cannot actually use; and — in multi-member companies — no thought given to what happens when a member wants out. A shareholders' exit is far cheaper to regulate on day one than to litigate in year three.

If you are planning an incorporation and want the structure to match how you actually intend to run the business, that is exactly the kind of conversation worth having before anything is filed.