In our country, company law applies to all legal entities, i.e. trading companies which want to perform activities on the territory of the RNM and which are registered in the Trade registry, within the Central Registry of RNM. In accordance with Article 3 paragraph 1 point 1b from the Company law , a statutory agent is an executive member of the Board of Directors, a member of the Management Board or the Manager. In chapter three, REPRESENTATION, there are more ways to represent the trading company and, apart from a statutory agent (Article 65), there is a possibility to represent the company with a power of attorney (Article 66), a proxy with employment (Article 67) and a proxy specified in a separate section.

Article 2 of the Company Law stipulates that this Law applies to a sole proprietor, a trading company, a business association and a subsidiary organised by a foreign trading company or by a foreign sole proprietor which are registered in the Trade registry. Apart from the above, a subsidiary of a foreign trading company and a subsidiary of a foreign sole proprietor are also subject to registration (Article 90). In accordance with Article 581, foreign companies and foreign sole proprietors operate in accordance with the conditions determined by law and are equal to domestic individuals and entities, unless there is an international agreement or a law for certain types of companies and foreign sole proprietors with a certain scope of work.

There are international standards for financial reporting and international standards for financial reporting for small and medium enterprises which are updated annually to comply with current standards and are amended or adopted by the Board for international accounting standards. The law on European companies regulates the terms and conditions for implementing Council Regulation (EC) No 2157/2001 on the Statute for a European Company (Societas Europaea) and employees participating in the decisions of the European Company.

https://www.crm.com.mk/DS/ - link to the Central Registry of the RNM In accordance with Article 25 of the Company Law ) , a trading company becomes a legal entity with its registration in the Trade Registry. The registration in the Trade Registry is in electronic form and the Trade Registry is in electronic form and in writing. All data from the Trade Registry are public. The Trade Registry is located within the Central Registry of the RNM. The following are listed in the Trade Registry: sole proprietors, public trading companies, limited partnerships, limited liability companies, joint ventures, limited partnerships with shares, business associations and subsidiaries of foreign trading companies or foreign sole proprietors. The effect of registration is that the trading company can perform legal activities only within its scope, registered in the Trade Registry. Legal activities performed by the trading company which affect third parties and which are outside its scope registered in the Trade Registry will have effect unless the trading company proves that the third party knew or ought to have known about the overstepping.

Yes, a foreign trading company or a foreign sole proprietor is obliged to organise a subsidiary to carry out activities on the territory of RNM, if it has registered head office, central registry or principal place of business in another country whose legislation requires that trade companies or sole proprietors registered in the Trade Registry have a subsidiary to carry out activities on its territory.

In accordance with Article 3 paragraph 1 point 16, a statutory agent is an executive member of the Board of Directors, a member of the Management Board or the Manager. In chapter three, REPRESENTATION, part 1, there are more ways to represent the trading company and apart from a statutory agent (Article 65), there is a possibility to represent the company with a power of attorney (Article 66), a proxy with employment (Article 67) and a proxy specified in section 2.

Yes. The naming, the entry of the mandate and the data for the statutory agent, as well as the limitations of his/her authorisations towards third parties are listed in the Trade Registry. The trading company or sole proprietor register giving а single and group proxy, all restrictions on the proxy and revocation in the trade register so that the trade register records the name and surname of the authorised representative and his/her PIN. The authorised individual is a an employee in the trading company or another natural person who, in return for a reward, is authorised by the statutory agents to run the company or part of it. The authorisation is given in writing and a notary certifies the signatures or it is in electronic form with an electronic signature, in accordance with the e-registration system.

The link to the e-registration system: https://e-submit.crm.com.mk/eFiling/redefault.aspx

Before any legal activity, the body is required to determine whether the person is authorised to carry out that legal activity by inspecting the current state of the legal entity, which lists all authorisations given to that person. The appointment, termination of the mandate and data on the statutory agent, as well as the limitations of his/her powers with respect to third parties are entered in the Trade Registry.

The statutory agent may not, without special authorisation from the trading company, act as a contracting party and conclude contracts with the company on his/her behalf and for his/her interest, or on his/her behalf and for the interest of third parties or on behalf and for the interest of third parties. By law, the authorised representative cannot alienate assets of the trading company and cannot make statements or be a party to agreements, or perform legal activities which will lead to bankruptcy proceedings or any other proceedings which may lead to the seizure of the company. The authorised representative cannot grant power of attorney to third parties so that they can conclude contracts and perform other legal activities. In accordance with the Company Law , the person authorised by the trading company, without special authorisation by the principal, may not perform any activities regarding real estate, alienate it, encumber it with a bill of exchange or cheque, undertake bail, take out a loan, arrange jurisdiction of an elected court, settle or start a dispute.

Article 65 paragraph 4 provides for a limitation which is valid for all representatives listed in the law. The statutory agent, without a special authorisation from the trading company, may not act as a contracting party and conclude contracts with the company on his/her behalf and for his/her interest, or on his/her behalf and for the interest of third parties or on behalf and for the interest of third parties. The limitation of the proxy for the activities of one or more subsidiaries has legal effect towards third parties only if it listed in the trade registry. The limitation of the authorisation of the person authorised by the trading company has no legal effect towards third parties who did not know about those limitations nor were obliged to know.

The appointment, termination of the mandate and data on the statutory agent, as well as the limitations of his/her powers towards third parties shall be entered in the Trade Registry, which may issue a Current status showing who are the legal persons authorised to represent the legal entity and to what extent those authorisations are granted.

The statutory agent, without a special authorisation from the trading company, cannot act as a contractual party and conclude contracts with the company on his/her behalf and for his/her interest, or on his/her behalf and for the interest of third parties or on behalf and for the interest of third parties.

Entries in the trade register are made electronically and the Trade registry is maintained in writing and electronically. The submission of all data entered in the Trade Registry is carried out electronically through the e-Registration System and in accordance with the Law on the One-Stop-Shop System and for running the Trade Registry and the Register of other legal entities.

http://e-submit.crm.com.mk/eFiling/en/home.aspx

On 26 June 2018, a new Law on the Prevention of Money Laundering and Financing of Terrorism was adopted, which is harmonised with Directive (EU) 2015/849 of the European Parliament and of the Council on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC by CELEX number 32015L0849. Article 18 of this Law defines the procedure for identifying and confirming the identity of the beneficial owner. The identity of the beneficial owner is determined on the basis of data and information from reliable and independent sources, to the extent appropriate to the risk assessment performed, with the entities having to be a trusted Trade registry, Court registry or other public registry, and it may not be older than six months. Entities are also obliged to verify data on the beneficial owner from the register of beneficial owners, and may not rely solely on the data entered in the register. If the entities cannot obtain all the data on the client's beneficial owner from the Trade registry, Court registry or other public registry or the registry of beneficial owners, they should provide the required data by checking the original or certified documents and business records submitted by the legal representative, client or a person authorised by him/her. If the client fails to register in the appropriate registry, the entities cannot obtain the necessary data on the beneficial owner, they are obliged to provide the data directly with a written statement under full moral and material responsibility notarised by a legal representative or a person authorised by him/her. If, when determining the beneficial owner, the entities doubt the reliability of the submitted data or the reliability of the documents or other business records, they are obliged to request a written statement from the statutory agent under full moral and material responsibility certified by a notary or an authorised person before establishing the business relationship or before making a transaction.

The new Law on the prevention of money laundering and terrorist financing introduced the Registry of Beneficial Owners for the first time in the Republic of North Macedonia, with the aim of ensuring transparency and availability of data on the beneficial owner of every legal entity, including legal arrangements established in accordance with the right of a foreign country that has received TIN in the Republic of Northern Macedonia. This registry will be maintained in the Central Registry as an information system that will enable the receipt, recording, processing, storage and exchange of data and/or documents for beneficial owners in electronic form. Legal entities, with the exception of sole proprietors and independent business executives, shall be obliged to enter the data on their beneficial owners in the registry within eight days of registering the establishment of the business entity in the relevant registry or within eight days of the change of data on the beneficial owner. The registration agent or registry administrator in the registration procedure is obliged to inform the legal entity about the obligation for obligatory recording of data on the real owner. These legal obligations do not apply to legal entities that are companies whose shares are listed on an organised securities market and which are required to comply with the requirement to disclose data to beneficial owners, thus ensuring appropriate transparency of proprietary information in accordance with the relevant international standards. The legal entities are obliged to enter the data on the beneficial owner in the registry within three months from the date of establishment of the registry.