With the recent amendments to the Companies Law, legislators introduced the institute of convertible loans—an eagerly anticipated option for investors and startup companies in North Macedonia.

In 2022, through amendments to the Companies Law, lawmakers provided investors (third parties) with the ability to convert provided loans into shares. This conversion process involves increasing the company’s share capital by issuing new shares or, in other words, transforming the given loan into shares.

In this article, we will outline the procedure for augmenting the share capital by issuing new shares using convertible loans in a limited liability company.

Convertible loans

The process

The procedure for increasing the company’s share capital is governed by the Companies Law and is executed through the Trade Registry maintained by the Central Registry of North Macedonia.

A loan provided by a third party (investor) intending to convert it into shares must be paid in cash. The conversion of the loan into shares must be completed no later than the end of the third year from the signing of the loan agreement.

To implement this process, the Investor and the Company are required to undertake the following steps:

How can we help you in this process?

Tosic & Jevtic, attorneys and counselors-at-law, boast extensive experience and expertise in handling various procedures before the Trade Registry. Throughout our professional journey, we have successfully navigated numerous intricate procedures for trade company modifications, including the intricate process of augmenting company share capitals through the conversion of loans into shares.

Our esteemed Law Firm comprises seasoned lawyers ready to guide and support you throughout this process. With our wealth of experience, we assure efficient and effective assistance for our clients.

Conclusion

Prior to the recent amendments to the Companies Law, the conversion of loans into shares was limited to existing shareholders of the Company exclusively.

However, with the latest amendments to the law, this option has been extended to third parties investing in a company, providing them with the opportunity to convert their loans into shares of the Company.

This development presents a favorable option, particularly for startup companies in North Macedonia, as it allows them to attract investors by offering the conversion of loans as a form of security for the investment.

Convertible Loans

Ivana Jevtic Nikolova

Overview

Despite being a relatively small country, the Republic of North Macedonia has a significant history in the exploitation of mineral resources. In the past year 2022, data indicates that the top 5 mining companies alone generated a total revenue of nearly 270 million euros, with a net profit of around 68 million euros.

While there is an increasing demand for investments in green and non-polluting industries or renewable sources, the impact of the mining sector on the economy of the Republic of North Macedonia cannot be overlooked.

The mining sector positively influences the development of the Macedonian economy. Its contribution to the GDP is approximately 2%, and it constitutes about 3.2% of the country’s exports. The sector directly employs over 8,000 individuals, offering a higher average gross salary compared to other industries. Mining wages surpass those in agriculture, forestry, and fishing by 67.1%, in manufacturing by 58%, in construction by 42.8%, and in retail trade by 45.5%.

Mining activities are often concentrated in small towns where economic development and survival are closely tied to the economic activity of these mining companies. Besides being significant employers and tax contributors, large mining companies indirectly create at least three (3) times more jobs in industries serving as suppliers to these companies.

Compensations

According to the Law on Mineral Resources (Official Gazette of the Republic of North Macedonia no. 136/12, 25/13, 93/13, 44/14, 160/14, 129/15, 192/15, 39/16, 53/16, 120/16, 189/16, and Official Gazette of the Republic of North Macedonia no. 7/19, 99/22, 129/23, and 253/23, hereinafter referred to as the “Law on Mineral Resources”), the concessionaire conducting the exploitation of mineral resources is obligated to pay:

The amount of compensation is determined according to the Tariff for Determining the Amounts of Compensation for Issuing Permits and Concessions for Detailed Geological Exploration and Concessions for the Exploitation of Mineral Resources, which, for metallic minerals, amounts to 2% of their market value.

Additionally, in accordance with Article 76 of the Law on Mineral Resources, 78% of the concession compensation goes to the municipalities where the concession activity takes place, while only 22% goes to the state budget. This distribution stimulates local development, especially in small municipalities where these funds are crucial for growth and development.

Safety and Environmental Protection

Safety at work and environmental protection are prioritized in North Macedonia, a candidate country for EU membership. This has led to a significant reduction in workplace accidents and fatalities. The mining sector in North Macedonia currently does not rank among the top 5 industries in terms of injuries and accidents at work.

According to reports from the Macedonian Association for Workplace Injuries, in 2020 and 2021, there were only 9 (nine) reports of workplace related accidents in the entire mining sector, and  in 2022 only (four) 4 workplace related accidents making it one of the safest industries due to strict adherence to training, provision of protective equipment, and compliance with safety regulations.

Regarding environmental protection, one of the major challenges in the mining sector, the Ministry of Environment in North Macedonia regularly conducts strict controls. The requirement for A-integrated environmental permits for the operation of large mining companies ensures minimal or non-existent impact on the environment. In the last 10 (ten) years, there has been no example of significant environmental damage or pollution from any company engaged in the exploitation of metallic minerals, neither in soil nor water.

Summary

While the mining sector is often considered polluting and hazardous, with the proper application of new technologies and legal regulations that enforce strict safety and environmental protection standards, the sector can contribute to sustainable and environmentally friendly growth and development in the Macedonian economy.

Our law firm has actively participated in the most significant deals in the mining sector and has been supporting major mining companies in the Republic of North Macedonia. For more information regarding investment opportunities and legal regulations, please feel free to contact us.

Mining Sector

Ivica Jevtic – Managing partner at Tosic & Jevtic law firm

The holder of a concession for the exploitation of mineral resources – the Concessionaire, during the duration of the concession granted by the state – the Grantor, may transfer the concession to another legal entity, respecting the procedure prescribed in detail by the law. The procedure for transfer of exploitation concession of mineral resources is in detail prescribed in the Law of Mineral Resources (“Official Gazette of Republic of Macedonia” no. 136/12, 25/13, 93/13, 44/14, 160/14, 129/15, 192/15, 39/16, 53/16, 120/16, 189/16 and “Official Gazette of Republic of North Macedonia” no. 7/19, 99/22, 129/23 и 253/23, hereinafter referred to as the “Law on Mineral Resources”).

According to the Law on Mineral Resources, the concession for the exploitation of mineral resources, can be transferred only entirety to another legal entity.

Аs provided in Article 47 of the Law on Mineral Resources, the procedure stars with the submission of a request for transfer of the exploitation concession by the Concessionaire to the Ministry of economy of Republic of North Macedonia.

Furthermore, the Ministry of economy prepares and sends a request for preparation of an assessment of the Concessionaire’s business venture to the Bureau of assessment within 15 days from the day of receipt of the request for concession transfer. The Bureau of assessment prepares the Assessment of the concessionaire’s business venture within 60 days from the day of receipt of the request for preparation of an assessment of the concessionaire’s business venture. The Assessment made by the Bureau of assessment is used in this procedure in order to calculate the compensation that the new Concessionaire will be obliged to pay.

After the receipt of the Assessment of the Concessionaire’s business venture, i.e. within 30 days of the day of receipt of the Assessment, the Ministry of economy prepares and sends a detailed proposal and decision for the transfer of the exploitation concession to the Government of the Republic of North Macedonia.

Within 30 days from the day of receipt of the detailed proposal and decision for the transfer of the exploitation concession from the Ministry of economy, the Government of the Republic of North Macedonia makes a Decision on the transfer of the exploitation concession. After making the Decision on the transfer of the exploitation concession to the new legal entity, the Government of the Republic of North Macedonia, as a grantor and the new Concessionaire will conclude an Agreement for transfer of the concession.

The new Concessionaire is obliged to make a payment of the compensation in the amount of seven percent of the estimated value of the exploitation concession according to the Assessment made by the Bureau of assessment, within 30 days from the day of conclusion of the Agreement for transfer of the exploitation concession with the Government of the Republic of North Macedonia. With the payment of the compensation, the procedure for transfer of the exploitation of mineral resources is finished.

Finally, in the Law on Mineral Resources, it is prescribed that automatically with the transfer of the exploitation concession, the rights and obligations arising from the issued permits and approvals by the competent authorities in the Republic of North Macedonia which are obtained by the old Concessionaire, are transferred to the new Concessionaire. With this guarantee prescribed in the relevant law, the new Concessionaire can pick up where the old Concessionaire left off, without unnecessary business interruptions.

Taking into account everything stated above, we can logically conclude that this administrative procedure is quite complex and long, and requires the consent and opinion of many competent institutions during its course. Therefore, we at Tosic & Jevtic Law Firm are at your disposal with our legal advice, tailored guidance and assistаnce in all procedures before the competent institutions.

Mineral Resources

Ljupka Naumoska Gjorgjievska

The Internship Law (“Official Gazette of the Republic of North Macedonia” number 98/19 and 103/21) introduced a novelty in the labor law legislation of the Republic of North Macedonia, i.e. a clear and precise system was established for the employment of interns, ways of securing them, duration of the employment relationship, amount of compensation that must be paid to them, as well as all other details regarding the engagement of the specific category of Employees.

Our Law Firm offers appropriate legal assistance to legal entities in the Republic of North Macedonia that have the need of hiring interns in the course of their business operations. In the following text, we will present the most important details regarding the hiring of interns.

Advertisement For An Intern

First of all, as a precondition for the employment of interns in accordance with the applicable labor law legislation, it is necessary for the Company – Employer to publish an advertisement for an intern in the Employment Agency of the Republic of North Macedonia, whereby at least 3 (three) working days must pass from the publication of the advertisement to the registration and employment of a specific person as an intern.

The need for an intern, apart from being published in the Employment Agency, can also be published on the website of the Company, on LinkedIn or on another medium, whereby such announcement should contain information about the terms of the internship, as well as the expected goals for hiring the intern, the tasks and the process of the internship.

Who Can Be An Intern?

An intern can be any person who:

An intern can also be a person who has not reached 18 (eighteen) years of age, but in this case one of his/her parents will need to sign the Internship Agreement.

Duration Of The Internship

The intern can be hired by the Company for a period of maximum 6 (six) months.

Compensation

The compensation of the intern hired full-time must be from 42% to 74% of the minimum net salary in the Republic of North Macedonia for internship work up to three months, while in the amount of the minimum net salary in the Republic of North Macedonia for internship work over three months, counted from the fourth to the sixth month.

If the intern is hired on a part-time basis, the compensation for the internship will be calculated in proportion to the time spent on the internship.

Right To a Leave

The intern has the right to a leave in a duration of 2 (two) days/month if he/she works on full time basis (40 hours/week), i.e. 1 (one) day/month if he/she works part-time.

Number Of Interns

The Law provides for a maximum number of interns that can be hired by the Company depending on how many permanent employees the Company has.

So for example, a Company that has from 1 (one) to 5 (five) employees can hire 1 (one) intern, while a Company that has from 151 (one hundred and fifty one) to 250 (two hundred and fifty) employees can hire up to 15 interns.

If you need additional information and details about the employment of interns in the Republic of North Macedonia and according to the labor law legislation of the country, feel free to contact our Law Firm, which has employed specialists who deal with labor law and who can offer you answers and appropriate solutions within the legal framework of the applicable labor law legislation.

Ljupka Naumoska Gjorgjievska

Ljupka Naumoska Gjorgjievska

What is ESG?

ESG stands for Environmental, Social, and Governance.

In the last decade Investors are increasingly applying the above mention non-financial factors as part of their analysis process to identify material risks and growth opportunities. Approximately 72% of global investors in 2022 said they use ESG principles in their investment approach and decision making.

Meanwhile, Business and law firms in North Macedonia are having trouble to understand the meaning of the ESG principles, and how it benefits in their everyday business activities. Also, ESG principles may not always fit into one specific category. However, climate change is a good example. As a result, we usually think of it as an environmental issue, but it has far-reaching implications that include social and governance risks. In the same manner, changing weather patterns can disrupt supply chains, while company boards can support or oppose requests from shareholders for transparent climate-related disclosures.

Examples of ESG principles:

EnvironmentalSocialGovernance
climate changeemployee health and safetyexecutive pay
greenhouse gas (GHG) emissionssupply chain riskbribery and corruption
biodiversitycybersecurity and data privacyboard diversity and structure

Moreover, Traditionally, a manager chooses to invest in companies based largely on their financial metrics and reports. In the same way, they might look at things like earnings, profit margins and debt levels. However in recent years, there has been a growing focus on looking beyond the balance sheet. Therefore, when you integrate material ESG principles into the investment decision-making process, you can assess many other kinds of risks a company faces. For example, investors may ask:

Environmental: How does a company’s business impact the environment?Social: How does the company interact with its employees, customers and communities?Governance: How does the company govern itself? Is it free from bribery and corruption?

Strong versus weak ESG practices

On the other hand, ESG risk refers to a risk a company may face due to weak ESG practices. Here are some examples of strong versus weak ESG practices:

Company FocusStrong ESGWeak ESG
EmployeesEngagement, strong culture, innovationLack of training, unsafe conditions, high turnover rate
CustomersResponsiveness, availability, dispute resolutionNo returns policy, poor labelling, over-charging

North Macedonia business are recently starting to implement and noticing the ESG principles as important factor for growth of their business. In that line the Macedonian Stock Exchange, has recently adopt a ESG REPORTING GUIDE FOR LISTED COMPANIES, which helps the listed companies on Macedonian Stock Exchange, to adopt, understand and implement the ESG principles.

Taking into consideration the growing development of ESG principles, which will be determined factor for investors in future, Tosic & Jevtic law firm, as one of the leading law firms in the corporate sector, joint their forces with ESGPRO, UK based company, one of the leading companies in implementation of ESG sustainability reporting in UK, to help and assist the Macedonian business to implement the ESG factors.

Conclusion

We believe that in the next 5 years, ESG principles, will become one of key factors for foreign investors which will determine if they will be investing in Macedonian companies or their A&M.

Also, we as a law firm believe that if Macedonian companies want to export their products to western countries and companies, especially within the EU, UK, Canada or USA, their ESG or sustainability report will be one of the key factors that the foreign partners will require and ask.

Additionaly, if Macedonian companies, want to be part of the global trade, expend their export, cooperate with foreign companies, or attract foreign capital, investors of buyers, it will be inevitable to adopt and implement the ESG principles and standards.  In the end the ESG principles, stand for better environment, better inclusion, better protection of the employees, and better customer satisfaction, then business that implement these factors, will show of with better financial results and profit. 

Our law firm and our partners from ESG PRO are ready to take you to the next principles step and make your business more attractive and profitable.

Ivica Jevtic

Ivica Jevtic - Managing partner at Tosic & Jevtic law firm 

 

The Annual leave, as a legal institute of Employment law, is a right that affects EVERYONE, regardless of the industry, regardless of education, and regardless of job position.

The right to Paid Annual leave is a FUNDAMENTAL LABOR RIGHT, which the ILO elaborates significantly in its foundations and regulates in particular in the Holidays with Pay Convention (Revised) 1970 (No.132). Moreover, the EU also elevates this right to the position of FUNDAMENTAL with the Charter of Fundamental Rights of the European Union, as a right that should ensure Fair and just working conditions.

Every Employee enjoys this right arising from the employment relationship and every Employer is obliged to provide the same to every Employee. But if we look at it from the position of a lawyer, an interesting dilemma opens up: which right is a „greater„ right… the right of the Employee to use annual leave whenever he wants or the right of the Employee to approve the annual leave when the work process allows it?

Let’s start with the basics…

The aforementioned ILO Convention determines an optimal period for paid annual leave – three weeks’ paid leave each year but also defines the right to a proportional part of the annual leave, where it determines that those Employees who have been employed with an employer for less than one year, but longer than six months, are to have a right to a proportional period of paid leave.

This determination and definition of annual leave is also present in the Macedonian employment law, or more precisely in the Macedonian Law on Labor Relations.

Namely, the Legislator in our Employment law determines the minimum number of days of annual leave to be 20 working days, while the maximum – is 26 working days, which in principle is equal to the determination of the ILO regarding the duration of the minimum with Paid Annual leave. In addition, the Convention specifies that it should be possible for an employee to take two weeks of annual leave in one block without interruption, which is also an obligation for Macedonian Employers.

Although there is a legal institute – proportional part of annual leave, it is general and it penetrates through working laws, however, details about its application remain in the “gray zone”. Hence, both Employees and Employers often seek legal advice on when and how to apply the days indicated as a proportional part of the vacation. For now, the strict application of this part of the employment law remains, that this legal institute is used only in the period before the right to a full annual vacation is acquired. That period is defined in Macedonian legislation as a six-month period from the establishment of the employment relationship with that Employer.

Also, The Convention also provides that the timing of the leave period should in principle be determined by the Employer, in consultation with the Employee or his or her representatives, which as a legal solution is also accepted in our labor law in article 138 of the Law on labor relations. So, the Employer BUT taking into account the needs of the work process above all, as well as the opportunities for rest and recreation of the Employee is obliged to provide this right as an absolute, mandatory, and unconditional right of the Employee.

Given that our country is aiming for the EU, we would like to point out that the EU has set minimum standards for working hours and rest, breaks, annual leave, and night work. In addition, those standards provide that derogations from some of the working time obligations are possible if allowed by national law. Such standards that refer to specific aspects of working time, among other things, and generally for Annual Leave, are covered by a separate Directive 2003/88/EC of the European Parliament and of the Council of November 4, 2003.

In this Directive, it is stated that each Member State shall take the necessary measures to ensure that every Employee is entitled to paid annual leave of at least four weeks in accordance with the conditions for entitlement to, and granting of, such leave laid down by national legislation and /or the practice. Hence, we can conclude that this standard, considering that it reflects the lower limit or the minimum of the duration of the vacation time is above the minimum provided by our Labor Law. So considering the above stated, it is obvious that the Employees in the EU in terms of this right that is within the working law puts the Employee in a better situation. The standard set by the EU in relation to annual leave is that the minimum period of paid annual leave cannot be replaced by an allowance instead, except where the employment relationship is terminated.

CONCLUSION

So, we can conclude that the conditions for the entitlement and granting of annual leave are subject to national regulation, but those could not be under the minimum legal standards which are accepted as fundamental.

We, as a law firm, are in line with the legal position that the entitlement of every Employee to paid annual leave must be regarded as a particularly important principle of Community social law from which there can be no derogations. 

Moreover, the CJEU ruled that so-called ‘rolled-up holiday pay’ – the practice of incorporating the payment of annual leave into a worker’s hourly or daily wage without the worker receiving additional payment – is contrary to the mentioned Directive, as the practice does not guarantee that the minimum four-week leave will actually be taken, so this position of the CJEU, for us, is absolutely acceptable and we, as a law firm, support it in total.

But, definitely, this right should be in accordance with the needs of the work process above all, as well as the opportunities for rest and recreation of the Employee.

law firm

Ana Tosic Chubrinovski – Managing Partner

North Macedonia as successor of Yugoslavia is member of almost all the international conventions regarding the protection of intellectual property rights, which guarantees safety and reliability in this matter. The laws applying in North Macedonia regarding intellectual property are completely harmonized with the international conventions and agreements regulating this matter.

North Macedonia is member of the Paris Convention for the protection of industrial property since 1921, member of the Convention establishing the World Intellectual Property Organization (WIPO) since 1967, member of the Agreement on Trade-related aspects of intellectual property (TRIPS agreement) since 2003,  member of the Madrid agreement concerning the international registration of marks since 1921, member to the Nice agreement concerning the international classification of goods and services for the purposes of registration od marks since 1966, member to the Vienna agreement establishing an international classification of the figurative elements of marks since 2010.

In this article, we will present the procedure of trademark registration in North Macedonia which is conducted in accordance with the intellectual property law that is applied in North Macedonia.

What shall you do to start the process?

What administrative costs shall you expect?

The answer to this question depends on several factors. However, if you wish for local protection of an individual trademark and protection to up to three classes of goods and services the administrative costs are as follows:

Time duration

The process of protection of a trademark lasts for approximately 9 months. The reason for this is that the trademark application is published in the Official gazette of the State office of intellectual property of North Macedonia and any party having an opposition to such registration may file an objection within a term of 3 months from the date of publication.  What is also worth mentioning here is that the Paris convention for the protection of intellectual property determines that any person who has duly filed an application for a trademark in one of the countries of the Union, or his successor in title, shall enjoy for the purpose of filing in the other countries, a right of priority during the period of six months. This period shall start from the date of filling the first application and the day of filing shall not be included in the period.

However, you should be aware that protection is granted from the moment of filling the application for trademark registration in the State Office of intellectual property. Therefore, the duration of the administrative procedure does not affect the right itself.

Conclusion

North Macedonia and the State office of intellectual property obey to the international conventions and agreements concerning the protection of intellectual property rights. As members of almost all international conventions and agreements regulating this matter, you can be sure that your intellectual property right will be protected and recognized as such in almost all countries in the world, if the protection is sought there afterwards.

The administrative costs for the protection of a trademark are one of the lowest in the region which makes North Macedonia attractive for seeking protection of your intellectual property rights.    

Our Law Firm has experienced lawyers that may guide and assist you in the protection of your intellectual property in North Macedonia.

trademark

Ivana Jevtic Nikolova