A share, or удел, is a member's ownership stake in a limited liability company. Members change over time — someone sells out, brings in a partner, gifts a stake to a family member, or restructures ownership. Transferring a share follows a defined procedure under the Law on Trade Companies (ЗТД): a notarized contract, respect for the other members' pre-emption right, and registration of the new ownership with the Central Registry.
The transfer contract
The transfer is documented in a share transfer agreement (Договор за пренос на удел), which must be notarized. The contract identifies the seller and the buyer, describes the share being transferred, and sets the price and method of payment. A share can be transferred for a price or, for example, gifted without compensation — the contract states which.
A key precondition: the member can only transfer a share whose underlying contribution has been fully paid in. A member who has unpaid taxes, contributions or customs duties generally cannot buy or transfer a share. In practice, the notary will ask for a tax clearance certificate from the Public Revenue Office and a customs clearance certificate confirming there are no outstanding obligations.
The other members' right of first refusal
The existing members of the company have a right of first refusal (право на првенствено купување) — a priority right to buy the share before it is sold to an outsider, typically exercisable within about 30 days of being notified of the intended transfer. The founding agreement can set the details, so check it before you commit to an external buyer.
Registering the new owner
After the contract is notarized, the change of ownership is filed with the Central Registry, normally through an authorized registration agent. The manager also updates the company's internal Register of Shares (Книга на удели) — only persons recorded there count as members. Because ownership has changed, you should also update the Ultimate Beneficial Owner (UBO) register and notify the company's bank.
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Tax on the sale
Selling a share for more than you paid for it can create a taxable capital gain. The gain is calculated as the difference between the sale price and the acquisition price of the share. Because the tax treatment depends on your specific situation, confirm the current rules with an accountant before closing. See also our guide to taxes for companies in North Macedonia.
