Being appointed as a manager of a company in North Macedonia comes with significant legal responsibilities — and significant personal exposure if those responsibilities are not met. The Company Law and related legislation impose direct duties on managers, and failure to comply can result in personal liability, fines and reputational damage. This page is part of our practice in business and corporate law. For related questions about post-registration obligations, see our guide on after company registration in North Macedonia.

Risk 1: Personal Liability for Company Obligations

One of the most significant risks for managers in North Macedonia is personal liability. Under the Company Law, managers can be held personally liable for company debts and obligations if they fail to fulfil their legal duties. This includes situations where the manager has acted negligently, fraudulently, or in violation of the law or the company’s founding acts.

Managers are required to act in the best interests of the company, exercise care and diligence, and make decisions based on adequate information. Failure to do so can lead to personal liability for any resulting damages.

Risk 2: Failure to Maintain Proper Books and Records

Managers are responsible for ensuring the company maintains proper accounting records and financial statements. Under the Macedonian Law on Trade Companies and the Law on Accounting, failure to maintain accurate books and records can result in significant fines and penalties. This includes ensuring that annual financial statements are prepared and submitted on time.

Risk 3: Non-Compliance with Tax Obligations

Managers must ensure that the company complies with all tax obligations, including timely payment of taxes and submission of tax returns. The Public Revenue Office can impose penalties on both the company and the manager personally for tax non-compliance. This includes VAT obligations, corporate income tax, and personal income tax for employees.

Risk 4: Failure to Register Changes in the Central Register

Any changes in the company’s structure, management, or registered information must be promptly reported to the Central Register. This includes changes in ownership, management, registered address, or business activities. Failure to update the Central Register in a timely manner can result in fines and legal complications.

Of particular importance is the UBO (Ultimate Beneficial Owner) registration. Managers must ensure that the company’s UBO information is registered and kept up to date within the prescribed deadlines.

Risk 5: Employment Law Non-Compliance

Managers are responsible for ensuring that the company complies with employment law, including the proper drafting of employment agreements, timely payment of salaries and benefits, and adherence to workplace safety regulations. Non-compliance can lead to disputes with employees and regulatory authorities, resulting in financial penalties and reputational damage.

Risk 6: Failure to Call General Meetings and Obtain Required Approvals

The Company Law requires managers to convene general meetings of shareholders under certain circumstances and to obtain shareholder approval for significant decisions. Failure to comply with these requirements can render company decisions invalid and expose managers to liability.

This includes obtaining prior approval for related-party transactions, major transactions above certain thresholds, and other decisions reserved for the shareholders’ meeting under the law or the company’s founding acts.

Risk 7: Breach of Confidentiality and Non-Compete Obligations

Managers are bound by confidentiality obligations regarding company information and, in many cases, by non-compete restrictions during and after their term of office. Breach of these obligations can result in significant damages claims by the company. Managers must be aware of the scope of these obligations as defined in their management agreement and the applicable law.

Practical Checklist

Managers of companies in North Macedonia should regularly verify the following: (1) Annual financial report — filed by end of February each year via a licensed accountant. Missing this deadline risks fines and dissolution. (2) UBO register — check that the UBO is registered and up to date. Any change in beneficial ownership must be updated within 15 days. (3) Central Register entries — verify that all current information (address, management, ownership) is accurate. File any changes without delay. (4) Tax compliance — confirm all tax returns are filed and taxes paid on time. Check VAT return deadlines (quarterly, by the 25th) and corporate income tax. (5) Employment agreements — ensure all employees have written employment agreements registered with the Employment Agency, and that salaries and benefits are paid correctly and on time. (6) Related-party transactions — before entering any transaction where you or a connected person has an interest, obtain the required prior shareholder approval. An unapproved related-party transaction is null and void. (7) Management agreement — review your confidentiality and non-compete obligations. 

Frequently Asked Questions

Can a manager be personally liable for company debts in North Macedonia?

Yes. Under the Company Law, a manager can be held personally liable for company obligations if they have acted negligently, fraudulently or in breach of their legal duties. This means personal assets can be at risk — not just the company’s assets.

What happens if the annual financial report is not filed on time?

Failure to file the annual financial report by the end of February can result in fines for the company. Persistent non-compliance can lead to the company being struck off the Trade Register — a consequence that the manager can also be personally held responsible for.

Is UBO registration the manager’s responsibility?

Yes. The manager bears the obligation to ensure the UBO is registered within 15 days of incorporation and that any subsequent changes are updated within 15 days. Failure to comply can result in administrative fines.

What approvals must a manager obtain before making major decisions?

Managers must obtain shareholder approval for: related-party transactions, major transactions above statutory thresholds, amendments to the founding acts, and other decisions reserved for the general meeting by law or the company’s own acts. Acting without the required approval can invalidate the decision and expose the manager to personal liability.

Are non-compete obligations enforceable in North Macedonia?

Yes. Non-compete and confidentiality obligations in management agreements are enforceable under Macedonian law. The scope and duration of the non-compete restriction should be clearly defined in the management agreement. Breach can give rise to significant damages claims by the company against the departing manager.

Need legal guidance?

If you have questions about manager obligations or corporate compliance in North Macedonia, the team at Lalicic & Partners is at your disposal. Contact us through our website.