Legal Alert - The annual shareholders meetings in corporate entities are put on hold during the state of emergency in North Macedonia

The Government of the Republic of North Macedonia has adopted a Decree , which affects the convening and the holding of a shareholders’ assembly in joint stock companies and a shareholders’ meeting in limited liabilities companies during the state of emergency. The Decree entered into force on 26th of March 2020.

The Government of the Republic of North Macedonia has adopted a Decree with a force of law regarding the applicability of the Companies Law during the state of emergency in the country. In articular, this Decree regulates the convening and the holding of a shareholders’ assembly in joint stock companies (registered under the applicable Companies Law as „AD“) and a shareholders’ meeting in limited liabilities companies (registered as „DOO“) during the state of emergency.

In accordance with the Decree, the annual shareholders’ assembly in ADs and the annual shareholders’ meeting in DOOs, the procedures for convening of which have already started, shall not be held during the declared state of emergency in the country.

Furthermore, all the initiated procedures for convening annual shareholders’ assembly or shareholders’ meeting are being postponed during the declared state of emergency in the country.

In relation to the above, certain items remain open for consideration:

  • Despite the lack of explicit exception from the above rules, whether an annual shareholders’ assembly in AD or an annual shareholders’ meeting in DOO might be held through video conferencing or through correspondence, since in such cases the social distancing measures would be fully observed?
  • Whether the above Decree is applicable for convening of extraordinary shareholders’ assembly in ADs and extraordinary shareholders’ meeting in DOOs and
  • Whether the Decree is applicable to limited liability companies with sole shareholder (DOOEL) considering that there is no meeting of shareholders that should be held?

Further explanation from the Government and other competent bodies on the above questions would be needed.

How can we assist you ?

Papazoski and Mishev Law Firm can provide you with:

  • Advice on the implications of the above Decree on your business activities;
  • Assist in the preparation of new convocation procedures for annual shareholders’ meetings;
  • Advice you on other applicable Macedonian legal aspects.

For more details, please refer to your usual contact within Papazoski and Mishev Law Firm or the persons indicated in the Contacts Section.

Legal Disclaimer: The material contained in this alert is provided for general information purposes only and does not contain a comprehensive analysis of each item described. Before taking (or not taking) any action, readers should seek professional advice specific to their situation. No liability is accepted for acts or omissions taken in reliance upon the contents of this alert.

Contact us

Kiril  Papazoski

Kiril Papazoski

Attorney-at-law , Papazoski and Mishev Law Firm, Macedonia

Tel: +389 23140 940

Ivan Mishev

Ivan Mishev

Attorney-at-law , Papazoski and Mishev Law Firm, Macedonia

Tel: +389 23140 940

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