COMPANY WITH LIMITED LIABILITY

1. HOW TO ESTABLISH A COMPANY

The company with limited liability is based on a contract for the company concluded by all the founders.

If the company is founded by one person, the contract for the company is replaced by a statement of the founder for establishing a limited liability company (hereinafter: a statement on the company).

The signatures of the founders of the contract for the company i.e. the signature of the founder of a statement on the company are certified by a notary.

The founders conclude the contract personally or by an authorized person, who must have a power of attorney notarized. The authorization is not required if the representative of the founder on the basis of law is authorized for him to close the deal for the company, or to make a statement on the company.

Establishing of the company by gathering founders, i.e. enrollment deposits through public call is not allowed.

2. AUTHORIZED PERSONS

The application for registration of the company is submitted by the manager, i.e. the manager authorized by other managers if the company has more managers.

3. DATA THAT IS RECORDED:

1) the company and office of the company ;

2) subject of working of the company;

3) name and surname, ID number, passport number , i.e. Number of ID if the members is a foreign person or other document establishing the identity – valid in his/hers country and his/hers nationality, as well as place of residence, i.e. company, seat, if the member is a legal entity;

4) the amount of principal;

5) day of signing the contract of the company, i.e. the date of signing a statement for the founding of the company;

6) duration of the company if it is determined by the company agreement or statement of the company;

7) name and surname of the manager, members of supervisory board or controller, if the company has a supervisory body, ID number, occupation, passport number or identification card number of foreign natural person or other document to establish the identity – valid in his/hers country and place of residence;

8) power of attorney of the company and

9) web site if the company has such a page.

Any change of the data, as well as joining partner in the company, i.e. appearing against the partner from the society, is registered in the trade register.

4. ATACHMENTS TO THE APPLICATION FOR REGISTRATION

1) company agreement, i.e. the statement on the company, with all the attachments including the power of attorney certified by a notary;

2) copy of a passport or ID if the founder is an individual or other document for establishing the identity – valid in his/hers country, i.e. Proof of registration if the founder is a legal person;

3) proof of payment by the bank authorized to perform that every founder paid at least one third of the cash deposit;

4) proof that at least half of the principal has been paid, but not less than 2,500 euros in MKD;

5) if contributions are imported-the contracts which determine them and implement them, the report of the assessor, except in accordance with Article 177 of the company Law, assesses and proof of ownership which has annotations in the public record to record the real-estate and if entered as a movable which is determined by law is determined obligation for the records(registry) – proof of ownership of movable;

6) decision to choose the head, if not assigned to the contract for the company, which shall state the name and surname, ID number, passport number, i.e.  Identification card number of foreign persons or other documents establishing the identity - valid in his/hers country, as well as nationality and place of residence;

7) statement of each manager of the company that they accept the choice- notarized, and if the company is certain that only one manager will represent it, together or without procurators, and a statement that they embrace the representing the company in a manner specified in the contract for the company;

8) decision to choose the members of the supervisory board or controller, if the company has a supervisory authority, listing the name and surname, ID number, passport number or identification card number of foreign person or other document to establish identity-valid for his/hers country, nationality and place of residence;

9) proof of ownership made with annotations in public book to keep track of real property, and if we enter a movable which is determined by law is determined obligation for evidence (registry) – proof for ownership of movable;

10) license or other act of a state body or other competent authority, if such obligation is determined by law for the registration of the company in the commercial register;

11) statement by a legal representative of a legal person, or a statement from an individual, notarized, i.e. Attaching proof that there is no obstacle to be a founder of the company, in accordance with Article 29 of the LTC and

12) statement, in accordance with Article 32 from LTC

The Manager, i.e the persons under contract for the company, are authorized to represent the company and attach certified signatures, filled and granted in accordance with Article 65, paragraphs (2) and (3) from LTC

5. REGISTERING OF MANAGER

The manager, his power of attorney of the company and any changes, without delay, will be entered in the commercial register.

ATTACHMENTS:

1) decision for selection of manager, unless the appointment has not been made by the contract for the company;

2) decision to recall if the previous manager was revoked;

3) resignation in writing, if the previous manager has ended with resignation;

4) the act which determines the type and scope of representation;

5) evidence that there is no prohibitions under Article 231, paragraph (4) LTC and

The signature of the manager or the signatures of the persons authorized to represent-certified, supplied and provided in accordance with Article 65,paragraphs (2) and (3) of the Company Law.