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10.5593/sgemsocial2018H/11/S02.035

PROTECTION OF THE INTERESTS OF LEGAL ENTITIES WITHIN THE IMPLEMENTATION OF LAW FOR TRADE COMPANIES IN THE REPUBLIC OF MACEDONIA

A. Jashari
Tuesday 10 April 2018 by lib_admin

References: 5th International Multidisciplinary Scientific Conference on Social Sciences and Arts SGEM 2018, www.sgemvienna.org, SGEM2018 Vienna ART Conference Proceedings, ISBN 978-619-7408-30-0 / ISSN 2367-5659, 19 - 21 March, 2018, Vol. 5, Issue 1.1; 269-276 pp, DOI: 10.5593/sgemsocial2018H/11/S02.035

ABSTRACT

The interests of legal entities in Macedonia are protected by notaries. The notary services in Macedonia are adopted by the Law on the Notary. By accomplishing these services, the legitimate interests of natural and legal persons are also protected and on the other hand the legal certainty is created due to the nature of the notarized documents. With regard to this, the role of the notary comes into expression upon its creation, alteration and revoking of the legal relations. The legal relations are also created during the establishment, registration and establishment of business entities. These entities in Macedonia are adopted by the law on commercial companies. According to this law, the (trader) businessman is considered as a principal authority in the commercial law. The businessman as an authority may exercise certain commercial activities for what he/she should employ a certain number of employees. By acting in this ways not only the reduction by of unemployment is influenced, but it directly affects the increase of public revenues, economic development, etc. The Law on Trade Companiesdefines the businessman as a person who independently and permanently in the form of a profession exercises one of the commercial activities in order to accomplish the profit by producing, making business and providing services in the market. The businesmman is also regarded as an individual businessman and a trading company.Individual dealer is a natural person who, in the form of a profession, exercises any of the commercial activities foreseen by the Law on Trade Companies. The business companies is accounted for by legal persons who, in the form of a profession, exercise any of the commercial activities foreseen by the Law on Trade Companies. A business companies by its form may be organized as a public trading companiess, a limited partnership, a limited partnership with a limited liability companies and a joint stock companies.However, the law on commercial companies does not explicitly foresee the participation of the notary in the solemnization of the founding acts, the fact that the letter of confusion must in principle be supplemented by the provisions of the law on notaries. In this paper, the focus is directed at the relationship between the two laws and the impacts of the legal provisions on enforcing, revealing the shortcomings, the legal norms encountered in these two laws, and the tendency for future harmonization, fulfillment with the purpose of better enforcement and creating a safer business environment in Macedonia. In this respect, the notaries, even during the establishment of trade companies, statutory changes or the transfer of parts, have many roles, since their presence creates the certainty not only by the founder as an investor but also enables the accomplishment of many actions. During the deposit of the contributions, the role of the notary comes to expression during the assessment of non-monetary contributions. The value of non-monetary contributions is determined by an authorized valuer, and as such is stated in the founding act and is recorded in the trade register. The law on commercial companiess does not require that the valuator’s document be verified, as it is signed and verified by the evaluator himself. However, due to the importance of the evaluation, I evaluate that the evaluator, in addition to the act of evaluation, must provide written declarations which b hold the responsibility for the evaluation that has been made. This statement must be notarised. All this will create legal security, from the fact that the evaluator’s assessment may be incorrect, and as a consequence, we have an unreal situation in relation to the true value of the non-contributory contributions. The founding act should be notarised. By notarizing the founding acts, the notary certifies and confirms that the content of the companies’s agreement, respectively of the statute is in accordance with the legal provisions and that it is freely determined by the founder itself on the basis of the law on commercial companiess Equally, it is necessary to act during each change and supplement. By registering in a trade register, an companies may acquire rights and assume the obligations (acquire the right of the ownership and other real rights, enter into contracts and other legal work), sue and be sued in court, arbitration or other trial and participate in other proceedings. Due to this, each document submitted for registration must be signed by an authorized person. Notarized documents are prepared for these actions. The authorization document itself that may cause legal effects must be certified. By notarizing, authenticity is established for the certifying and confirmation of the facts by the authorized attorney. The notaries may represent the parties before the legal and administrative authorities without any specific authorization from the parties concerned. The legal representative of the company or the person authorized by him may enter into various legal and legal relationships in order to carry on the activity of the business companies. The authorized persons may, for the purpose of submitting information or documents to the office of registration, or to represent the respective company in that office-to designate a person to act on his behalf. This authorization must also be certified and verified that the person is authorized for this purpose. During these legal relationships, the transfer or acquisition of ownership or other real property rights may be made; mortgage real estate establishment etc. In all these cases, notarized documents are required. The notary may also participate in the work of the auithorities of the trade companies. During the work of the assembly of a joint stock the companiess or a thaassocviation with limited liability, a record is kept. The minutes can be kept by the notary. In this case it is signed by the notary and the chair of the assembly. The Notary may be required to confirm the conclusions of the assembly. The notary’s part during the status changes helps the legal establishment of commercial authorities on the basis of which it could prove that the change of commercial entities is lawfully implemented and that the acts necessary for the introduction of statutory changes are lawful and can registration is made in the trade register. The role of the notary is important also during the termination of commercial companiess. The Law on Trade Companies deals with voluntary termination. In this case, the notice of voluntary dissolution must be submitted and registered in the trade register. In addition to this notification and the trade register, the term of the liquidator is also registered as the person who will lead the liquidation of the companies.

Keywords: notary, commercial companies, contributions, founding act, commercial register, transactions


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