Mergers & Acqusitions 

Whether you are buying, selling or restructuring a business in North Macedonia, a well-executed M&A transaction requires careful legal preparation across multiple practice areas — corporate law, tax, employment, real estate, intellectual property and competition. Lalicic & Partners represents buyers, sellers and advisers in planning, negotiating and executing mergers and acquisitions in North Macedonia, acting as an authorized registration agent before the Central Register. This page is part of our practice in business and corporate law. For related questions about pre-transaction analysis, see our guide on legal due diligence in North Macedonia.

M&A in North Macedonia – Overview

Mergers and acquisitions in North Macedonia are governed primarily by the Law on Trade Companies, which regulates the various forms of business combination — full merger, merger by absorption, division and share acquisition. Depending on the transaction structure, additional regulatory approvals may be required, including from the Commission for Protection of Competition where relevant thresholds are met.

Each M&A transaction in North Macedonia is different. The appropriate structure — share deal vs asset deal, merger vs acquisition, domestic vs cross-border — depends on the client’s commercial objectives, the target’s legal profile, tax considerations and the regulatory environment. Our approach is to understand the business context first, then structure the transaction accordingly.

Our M&A Services

Lalicic & Partners assists clients across the full M&A lifecycle:

• Legal and tax due diligence: a structured review of the target’s corporate, contractual, employment, IP, regulatory and financial position, using our dedicated Legal Health Check methodology.
• Transaction structuring: advising on deal structure (share vs asset deal), corporate reorganization, tax optimization and regulatory compliance.
• Mergers: legal preparation and Central Register registration of merger transactions under the Law on Trade Companies, including full mergers and mergers by absorption.
• Acquisitions: preparation and execution of share purchase agreements, asset purchase agreements and all ancillary documentation.
• Corporate restructuring: divisions, spin-offs, conversions between company types, and other structural changes.
• Negotiation and closing: representing clients in negotiations with counterparties, advisers and regulators; coordinating notary, banking and Central Register procedures at closing.

Multi-Disciplinary Approach

Complex M&A assignments require expertise across multiple legal disciplines. When our firm handles an M&A transaction, the team includes lawyers from relevant practice areas — corporate, tax, employment, real estate, intellectual property, environmental and competition — depending on the nature of the target and the transaction. This ensures that issues arising in any area are identified and addressed as part of a coordinated process, rather than discovered after signing.

Central Register Procedures

As an authorized registration agent before the Central Register of the Republic of North Macedonia, Lalicic & Partners handles all corporate registration procedures required in connection with M&A transactions — including the registration of mergers, changes in ownership, management changes, and other post-closing corporate amendments.

Practical Checklist

For businesses planning an M&A transaction in North Macedonia, verify the following: (1) Determine the transaction structure early — share deal, asset deal, merger or restructuring each carry different legal, tax and regulatory implications. The structure should be agreed before due diligence begins. (2) Conduct legal and tax due diligence — review the target’s corporate documents, contracts, employment, IP, financial records and any sector-specific regulatory obligations. Identify issues before signing. (3) Check competition law thresholds — if the combined entity exceeds the relevant turnover or market share thresholds, prior notification to the Commission for Protection of Competition may be required before closing. (4) Prepare transaction documents carefully — the share purchase agreement or merger documentation must address representations and warranties, indemnities, conditions precedent and any post-closing adjustments. (5) Coordinate notary and Central Register procedures — certain M&A steps require notarization and Central Register registration. Allow sufficient time for these institutional procedures at closing. (6) Address employment consequences — in asset deals and mergers, employment relationships transfer automatically by law. Identify affected employees and ensure labor law obligations are met.

Frequently Asked Questions

What forms of M&A are available in North Macedonia?

The Law on Trade Companies provides for: full mergers (two companies combine into a new entity), mergers by absorption (one company absorbs another), divisions, spin-offs and share or asset acquisitions. The choice of structure depends on commercial, tax and regulatory considerations specific to each transaction.

Is regulatory approval required for M&A transactions in North Macedonia?

Transactions that meet certain turnover or market share thresholds must be notified to the Commission for Protection of Competition before closing. Sector-specific regulatory approvals may also be required — for example, in banking, insurance, telecoms or energy, where the relevant regulator must approve a change of control.

What is the difference between a share deal and an asset deal?

In a share deal, the buyer acquires the shares of the target company, taking on all its assets and liabilities. In an asset deal, specific assets (and optionally liabilities) are transferred, leaving the seller’s corporate shell intact. Each structure has different legal, tax and employment implications and the choice depends on the specific circumstances of the transaction.

What happens to employees in a merger or acquisition?

In a merger under the Law on Trade Companies, all employment relationships of the absorbed company transfer automatically to the surviving entity. In an asset deal involving the transfer of a business unit, the Labor Law provides that employment relationships transfer with the business. In a share deal, there is no change of employer — the company simply has a new owner.

How long does an M&A transaction take in North Macedonia?

The timeline varies significantly depending on the transaction structure, the scope of due diligence, whether regulatory approvals are required, and the complexity of negotiations. A straightforward share acquisition can close in four to eight weeks from signing the term sheet. Mergers requiring Central Register registration and creditor notification periods take longer — typically two to four months.

Need legal guidance?

If you are planning a merger or acquisition in North Macedonia, the team at Lalicic & Partners is at your disposal. Contact us through our website.

Note: The above does not constitute legal advice and in no way can be accepted or understood as an instruction to act in a specific case. Each legal situation has its own characteristics that should be reviewed at separately, and for that reason we recommend that you contact a professional – a lawyer – for legal advice.