Shareholder agreement in North Macedonia

In North Macedonia, the shareholder agreement (company agreement) is not just a formality — it is the legal foundation of your LLC. The Company Law prescribes 12 mandatory provisions that every company agreement must contain, but the agreement can and should go much further, covering governance, profit distribution, dispute resolution and exit mechanisms tailored to the specific partnership. This page is part of our practice in business and corporate law. For a full overview of company registration, see our guide on LLC registration in North Macedonia.

In North Macedonia, the limited liability company shall be founded by a company agreement entered into between all founders — also known as the shareholders agreement.

Mandatory Content of the Company Agreement

In accordance with the law in North Macedonia, the company agreement must include the following provisions:

1) Data about the founders / shareholders;

2) Business name and company’s registered office;

3) Company’s scope of operations;

4) Duration of the company;

5) Amount of the basic capital and the amount of each member’s separate contribution and, if the contribution is non-monetary, a detailed description and designation of its value;

6) Manner and time period for payment of the monetary contributions that are not paid up in full;

7) Data about the manager(s);

8) Representation of the company;

9) Rights and liabilities of members towards the company in addition to the payment of their contributions, as well as the rights and liabilities of the company towards its founders;

10) Manner and criteria for distribution of the profit and coverage of losses;

11) Management of the company; and

12) Termination of the company.

Any provisions in the company agreement that are contrary to the Company Law shall be null and void.

Beyond the Mandatory Provisions

As mentioned above, a lot of aspects of the partnership should be determined by the shareholders agreement. This agreement provides the partners with the freedom to determine many aspects and in no way should be seen as a template-type document provided only for the purposes of incorporation. The shareholder agreement provides freedom for the shareholders to agree on how the company should be run.

Any changes to the shareholders agreement must be registered in the Central Register.

Lalicic & Partners from Skopje, North Macedonia, has dealt with many complex shareholder agreements where the partners were careful to specify each detail of their partnership. Our law firm will provide you with a shareholder agreement that will serve as a long-term cornerstone of your partnership.

Practical Checklist

When preparing or reviewing a shareholder agreement in North Macedonia, verify the following: (1) All 12 mandatory provisions are present — review the agreement against the statutory list. Any missing mandatory provision is a gap that can create legal uncertainty. (2) Non-monetary contributions are fully described — if any shareholder contributes assets rather than cash, the agreement must include a detailed description and valuation of that contribution. (3) Capital payment timeline is defined — the agreement must specify when and how unpaid capital contributions will be paid (up to one year from registration). (4) Governance provisions go beyond the minimum — consider including: voting thresholds for major decisions, deadlock resolution mechanisms, pre-emption rights on share transfers, drag-along and tag-along rights, and non-compete obligations for shareholders. (5) Register all amendments — any change to the shareholders agreement must be registered in the Central Register without delay. Unregistered amendments may not be enforceable against third parties. (6) Have the agreement reviewed by a lawyer — a well-drafted shareholders agreement prevents disputes and protects all parties. 

Frequently Asked Questions

Is the shareholder agreement mandatory for forming an LLC in North Macedonia?

Yes. Under the Company Law, a limited liability company must be founded by a company agreement entered into between all founders. Without a signed company agreement, the LLC cannot be registered with the Central Register. For single-member companies, the equivalent document is the founding statement.

What happens if a provision in the agreement contradicts the Company Law?

Any provision in the company agreement that is contrary to the Company Law is automatically null and void. The rest of the agreement remains valid. This is why it is important to have the agreement reviewed by a lawyer before signing — to ensure all provisions are compliant.

Can the shareholder agreement be changed after the company is registered?

Yes. The shareholders can amend the company agreement at any time by adopting the required resolution (3/4 majority). Any amendment must be registered in the Central Register. The precise voting threshold for amendments should be specified in the agreement itself.

What optional provisions should a shareholder agreement include beyond the minimum?

Beyond the 12 mandatory items, a well-drafted shareholder agreement typically covers: specific voting thresholds for major decisions (above the statutory minimum), pre-emption rights (right of first refusal on share transfers), drag-along and tag-along rights, deadlock resolution procedures, non-compete and confidentiality obligations on shareholders, and dividend distribution policy.

Does the shareholder agreement need to be notarized?

No. The company agreement for an LLC in North Macedonia should not be notarized. The notary verifies the identity of the founders and the authenticity of their signatures. The signed agreement is submitted as part of the Central Register registration application.

Need legal guidance?

If you need assistance drafting or reviewing a shareholder agreement in North Macedonia, the team at Lalicic & Partners is at your disposal. Contact us through our website.