On the basis of Article 22, article 170 and article 171 of the Law on Trade Companies (Official
Journal of Republic of Macedonia Nr. 28/04, 84/05, 25/07, 87/08, 42/10, 48/10 and 24/11), the
persons (hereinafter referred to as founders):
1. Click here to enter text. citizen of Click here to enter text. with NMCN Click here to enter text.
and ID number Click here to enter text., with permanent residence at Click here to enter text.
and
2. Click here to enter text. citizen of Click here to enter text. with NMCN Click here to enter text.
and ID number Click here to enter text., with permanent residence at Click here to enter text.
On this day of Click here to enter text. concluded the following
AGREEMENT
For incorporation of a Limited Liability Company
BASIC PROVISIONS
Article 1
This agreement for incorporation of a limited liability company (hereinafter: the company) governs the
following:
1. Information about the founders;
2. Company and principal place of business;
3. Business purpose of the company;
4. Duration of the company;
5. Value of initial founding capital and value of individual contributions of the founders;
6. Management of the business;
7. Representation of the company;
8. Rights and liabilities of the founders;
9. Method and distribution of the profit, and loss coverage;
10. Company management;
11. Dissolution of company;
12. Other provisions.
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GENERAL INFORMATION ABOUT THE FOUNDERS
Article 2
The company is established by the following founders:
1. Click here to enter text. citizen of Click here to enter text. with NMCN Nr. Click here to enter
text. and ID Nr. Click here to enter text., with permanent residence at Click here to enter text.
and
2. Click here to enter text. citizen of Click here to enter text. with NMCN Click here to enter text.
and ID number Click here to enter text., with permanent residence at Click here to enter text.
COMPANY NAME AND PRINCIPAL PLACE OF BUSINESS
Article З
The name of the company is:
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Short company name:
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Article 4
The company’s principal place of business: Click here to enter text.
Article 5
The company can change the company name and the place of business, on a basis of a Decision of the
Board of Founders.
SCOPE OF BUSINESS
Article 6
In accordance with the Law, the scope of business is:
GENERAL BUSINESS CLAUSE
Priority activity/Main revenue codе:
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Article 7
The company shall carry out all activities in the external trade.
DURATION OF THE COMPANY
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Article 8
The company has been established for an unlimited period.
VALUE OF INITIAL FOUNDING CAPITAL AND VALUE OF INDIVIDUAL CONTRIBUTIONS OF THE FOUNDERS
Article 9
The principal of the company is non- monetary deposit of 5.000,00 EUR. This amount is not due by
the founder upon registration of the company, but within one year (1 year) of the day of the
publishing of the registration of the company on the web page of the Central Registry of Republic
of Macedonia.
Article 10
The founders cover the expenses for incorporation of the company, commensurate with the value of their
founding contributions.
BOOK OF ACCOUNTS
Article 11
The company maintains a Book of Accounts, updated by the Manager.
Upon company registration in the Trade Registry, the following information is included in the Book of
Accounts: Name and Last name (company name and name), profession and place of residence (principal
place of business) of each founder, the value of the initial contribution and the corresponding rights and
responsibilities.
Each change related to the account is registered in the Book of Accounts.
Article 12
Founders manage their shares freely. They can be transferred among founders and third parties. In case
of transfer to a third party, the priority of buying is granted to other co-founder(s).
COMPANY MANAGEMENT AND REPRESENTATION
Article 13
The company is managed by a manager.
The manager is appointed on a basis of a Decision adopted on the Founders’ Assembly for indefinite period.
The manager is relieved on a basis of Decision adopted on the Founders’ Assembly.
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The manager of the company is:
Click here to enter text. citizen of Click here to enter text. with NMCN Click here to enter text. and ID
number Click here to enter text., with permanent residence at Click here to enter text.
The Decision for appointing Manager of the Company enters into force on the day of registration in the Trade
Registry.
The Manager shall represent the Company in the domestic and international trade, with
unlimited authority.
The manager undertakes all legal actions with third parties pertinent to the interests of the
company within the scope of his authority.
During service, the manager shall comply with this Agreement and the positive legal regulations.
The manager is responsible personally and without limitation to the Company and third parties for the
operations which are adverse to positive legal regulations, as well as for not complying with this
Agreement. The manager is required to manage the company diligently and conscientiously and to
respect the business confidentiality of the company.
Article 14
Without the approval of the co-founders the manager of the company is not allowed to:
 Carry out operations in the domain of the Company for his personal or other entity’s gain;
 Be a co- founder in another company with the same or similar scope of activity as the Company;
 Be a member in a Governing Body of another company with the same or similar scope of
activities as the Company;
 Use the Company’s premises for carrying out activities for his own personal or other entity’s gain.
If the manager acts adversely to the limitations of indent 1 of this Article, the Company is entitled to
compensation of damage, or may require from the manager to assign the legal activity he concluded
for personal benefit and/ or to transfer the benefit that arises from the legal activity concluded for
his own or other entity’s gain to the Company.
RIGHTS AND LIABILITIES OF THE CO-FOUNDERS
Article 15
Each co-founder is entitled to take part in the management of the company and the distribution of the
profit, to be duly informed about the operations of the company, to have insight in the books and
reports of the company as well as to have a right over the remaining assets after liquidation or a
bankruptcy procedure.
Article 16
Each co- founder is required to invest the initial contribution in the company, abiding by the Decision
adopted at Founder’s Assembly.
FOUNDER’S ASSEMBLY
Article 17
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The Decision-making body of the company is the Founder’s Assembly. The Assembly includes all cofounders. The Assembly is gathered on an annual basis at minimum.
Article 18
The Founders’ Assembly carries out the following tasks:
•
Adopts the annual account and the annual financial reports as well as the annual report for the
operations of the company in the previous business year and decides upon the distribution and the
profit as well as loss coverage;
•
Appoints and releases the manager from duty and decides on concluding agreement between the
company and the manager.
•
Approves procurement agreements larger than 1/5 of the value of the principal assets.
•
Approves agreements that the company concludes with its own founder, manager or their relatives in
direct line without limitation or collateral affinity up to third degree, unless those agreements are
concluded under the common conditions of the company’s operation;
•
Decides on change of the company’s agreement;
•
Adopts decisions for increasing or decreasing the initial capital contributions;
•
Carries out other operations stipulated by the Law on Trade Companies.
Article 19
The Founders’ Assembly is convened by the manager in writing at least 10 days in advance. The
invitation should contain the agenda for the Assembly.
Article 20
Each co-founder has the right to take part in the work of the Founders’ Assembly. Each founder has
number of votes commensurate with his/her share in the company. For each 100 Euro initial contribution
the founders earn one vote, calculated according to the middle exchange rate of the National Bank of RM.
Article 21
The Decisions of the Founders’ Assembly are adopted with the votes of the founders who represent
more than half of the shares of the company.
METHOD AND DISTRIBUTION OF THE PROFIT AND LOSS COVERAGE
Article 22
The founders have the right to share of the profit which is calculated according to the profit and
loss account.
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The profit of the company is divided among the co-founders commensurate with the participating
percentage in the initial contribution.
The co-founders can use part of the profit to increase the initial contribution in the company on the basis
of a Decision.
Article 23
The loss of the company shall be covered by the co-founders, commensurate with their initial
contributions.
DISSOLUTION OF THE COMPANY
Article 2 4
The limited liability company is dissolved by:
•
Founders’ decision;
•
Decision for integration of the company with another company, merging with another company or by a
division;
•
Bankruptcy;
•
Court Decision;
•
Other cases stipulated by law;
TRANSITIONAL AND FINAL PROVISIONS
Article 25
The company agreement can be modified only on a basis of a Decision, adopted with at least three
quarter majority of the total number of votes owned by the founders of the company.
The Decision for the increase of the stipulated responsibilities of the founders, or decrease of the rights of
the founders that they are entitled to by this agreement, is adopted with the consent of all founders of the
company who are affected by the increase of the responsibilities or decrease of the rights, respectively.
Article 26
The company becomes a legal entity on the day of the registration in the Trade registry in the Central
Registry of RM.
In the trade with third persons, the company acts in its own name and for its own account.
In the trade transactions with third parties, the company is liable with its entire assets, and the founders of
the company as co-founders bear risk to the extent of their initial contributions.
Article 27
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The modifications of the agreement will cause legal effect once they are registered in the Trade Registry.
Article 28
The issues that have not been provided for in this Agreement shall be subject to the provisions of the
Law on Trade Companies.
Article 29
This agreement enters into force on the day it is registered in the Trade Registry.
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Co-founders:
_________________
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_________________
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