Liqudation of a company in North Macedonia

Closing a company in North Macedonia is a structured legal process governed by the Law on Trade Companies. Liquidation involves three distinct stages — from the formal opening of liquidation through to deletion from the Trade Register — and requires coordination with multiple institutions including the Central Register, the Public Revenue Office and the company’s bank. This page is part of our practice in business and corporate law. For related questions about company formation, see our guide on LLC registration in North Macedonia.

Grounds for Company Termination

In accordance with the Law on Trade Companies, a company in North Macedonia may be terminated on the following grounds:

1. The expiry of the period determined by the company agreement;
2. Resolution of the members;
3. Accession to another company, merger with another company, or division;
4. Bankruptcy of the company; and
5. Court decision.

A single-member LLC (DOOEL) where the single member is a natural person shall also terminate upon the death of that person, unless the heirs request resumption of operations following probate proceedings.

Where termination results from a member resolution, the decision must be adopted by at least a three-quarters majority of the total number of votes. The manager is obliged to file the registration form for the entry of termination in the Central Register without delay. Failure to do so renders the manager personally and unlimitedly liable for any damages caused.

The Three Stages of Liquidation

The liquidation procedure is carried out in three distinct stages.

Stage 1: Opening of the Liquidation

The liquidation process is formally initiated when the shareholders adopt a Decision on the Termination of the Company. This decision is then registered in the Central Register, marking the start of the first phase.

The goal of this stage is to officially record the company’s entry into liquidation and to appoint a liquidator. The liquidator assumes the role of formal manager of the company during the liquidation process. In accordance with the Law on Trade Companies, the liquidator is ordinarily a member of the management body or a manager of the company. However, the company agreement, charter or a resolution of the members’ meeting may appoint another natural or legal person as liquidator.

Upon completion of Stage 1, the Central Register issues a Decision for the registration of the liquidation, and the term ‘in liquidation’ is added to the company’s registered name.

Stage 2: Announcement and Notification of Creditors

Once the liquidation is registered in the Trade Register, a public announcement must be made to inform creditors. This must occur within no less than 7 and no more than 15 days from the completion of Stage 1.

Following the announcement on the Central Register’s website, creditors are invited to submit their claims within 15 days from the date of publication.

The liquidator is obliged to announce without delay that the company is undergoing liquidation. If, after the expiry of the deadline for submitting claims, the liquidator determines that no claims have been filed by creditors, they are required to submit an application for deletion of the company from the Trade Register within three days.

Stage 3: Deletion from the Trade Register

The final phase begins with the shareholders adopting a Decision for the deletion of the company. This phase can only proceed once the company has settled all its obligations and debts — to the state, to known creditors, and to any creditors who filed claims during the announcement period.

To complete Stage 3, the company must submit documents from external authorities, including:

• Financial statements from previous years;
• The final balance sheet and other relevant accounting documents as required;
• Confirmation from the Public Revenue Office that there are no outstanding tax liabilities;
• A bank statement verifying the closure of the company’s account.

The liquidator may only sign the application for deletion from the Trade Register using an electronic signature, submitting it electronically through the one-stop shop system.

Once the Central Register issues the Decision for deletion, the liquidation is fully completed and the company ceases to exist as a legal entity.

Practical Checklist

If you are planning to liquidate an LLC in North Macedonia, work through the following: (1) Stage 1 – Adopt the termination decision — the shareholders must pass a resolution to terminate by at least a 3/4 majority of votes. Register it with the Central Register immediately. (2) Stage 2 – Publish the liquidation announcement — within 7 to 15 days of Stage 1 completion, publish the announcement on the Central Register website. Allow 15 days for creditors to file claims. (3) Settle all debts and obligations — pay all outstanding debts to the state, known creditors and any creditors who filed claims. No deletion is possible while liabilities remain outstanding. (4) Engage your accountant early — the final balance sheet, financial statements and Public Revenue Office tax clearance certificate must be prepared and submitted by the company accountant. This is not something that can be handled by a proxy. (5) Close the bank account — obtain a bank statement confirming the account has been closed. (6) Stage 3 – File for deletion — once all documents are ready and all obligations settled, the liquidator signs and submits the deletion application electronically via the one-stop shop. 

Frequently Asked Questions

How long does the liquidation procedure take in North Macedonia?

The minimum timeframe is determined by the statutory deadlines: the Stage 2 announcement must be published 7–15 days after Stage 1 completion, and creditors have 15 days to file claims. In practice, the total process typically takes several weeks to a few months, depending on how quickly the required documents — especially the tax clearance from the Public Revenue Office and the final accounting statements — can be obtained.

Who acts as liquidator?

By default, the liquidator is a member of the management body or a manager of the company. However, the company agreement, charter or a resolution of the members’ meeting may appoint another natural or legal person to act as liquidator. The liquidator assumes all formal management responsibilities during the liquidation process.

Can the liquidation be completed without settling all debts?

No. Stage 3 (deletion from the Trade Register) can only proceed once all obligations and debts — to the state, to known creditors, and to creditors who filed claims during the announcement — have been fully settled. The Public Revenue Office must confirm that no outstanding tax liabilities exist before the deletion can be registered.

Does the company accountant need to be involved?

Yes, and this is a step that cannot be delegated by Power of Attorney. The final balance sheet, financial statements and the submission to the Public Revenue Office for tax clearance must be prepared and handled directly by the company’s accountant.

What happens to the company name during liquidation?

From the moment Stage 1 is completed and the liquidation is registered in the Central Register, the term ‘in liquidation’ is automatically added to the company’s registered name. This remains until the company is fully deleted from the Trade Register at the end of Stage 3.

Need legal guidance?

If you need assistance with company liquidation 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.