Automatic deletion of FYR Macedonian inactive entities: conditions, requirements and consequences

Due to the simplicity of registering a company in FYR Macedonia and the myriad of tax incentives provided, the number of newly registered entities in recent years has grown rapidly and has created additional burden for the public administration institutions. This has particularly been the case for the Central Register which is in charge of maintaining company records. As a measure to reduce the number of active entities, and aimed specifically to companies which are non-compliant or inactive, the Central Register will proceed to an automatic deletion of certain entities.

In accordance with article 552 of Company Law, companies must have fulfilled at least one of the following criteria in order to be considered for automatic deletion:

• Have not submitted an annual financial statement for the 2014 fiscal year until 31.12.2015.
• Have not submitted an application for the registration of an official email address of the company until 31.12.2015.
• Have not deposited the minimum required founding capital (EUR 5,000 in money or in kind) within one year of the publication of the company registration document.

The Central Register has published a list of potentially affected entities on its website and has requested that legal representatives and/or general managers of the companies in question submit documentation showing their intentions to liquidate the company or file for bankruptcy until 31.12.2016 the latest.

In case of no reaction and failure to submit liquidation/bankruptcy procedure paperwork, the Central Register will proceed to an automatic deletion of the entity from the Registrar’s records of companies and will publish the deletion decision on its website.

It is worth noting that founders (either physical person shareholders or legal entity shareholders) or general managers of a company that will be deleted automatically per the above-described mechanism will not be allowed to either act as founders or as general managers in any existing or newly-founded companies within 3 years of the automatic deletion of the company in which they were shareholders/managers. This practically imposes a time-defined limitation on the ability of previously-implicated companies/persons to act as shareholders and/or managers in FYR Macedonian companies.

Consequently, while the automatic deletion may be considered an easy way out for some founders/managers who have previously intended to liquidate FYR Macedonian companies but were worried about the long and complex deregistration procedures, we advise companies to exercise caution before allowing an automatic deletion of a company.

Elena Kostovska
T: +38922400225