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Vlog vs Udel: Contribution and Share Explained
Company Changes

Vlog vs Udel: Contribution and Share Explained

Martin BoshkoskiUpdated: 4 min read

Two Macedonian company-law terms are constantly mixed up: влог (contribution) and удел (share). They are related but not the same, and the distinction has real consequences for who controls the company and how profit is split. In short: the влог is what you put in; the удел is what you get in return.

Влог — the contribution

The влог is the economic contribution a member transfers to the company — at founding or on a capital increase. It can be monetary (cash paid into the company's account, in denars or foreign currency) or non-monetary / in kind (property, vehicles, equipment, or rights such as patents and licences). In-kind contributions must be independently valued by an authorized appraiser. In certain cases, a loan or claim against the company can also be converted into a contribution. Once transferred, contributions form the company's basic capital (основна главнина).

Удел — the share

The удел is the totality of rights and obligations a member acquires in exchange for their contribution: the right to take part in decision-making, to receive a share of the profit, to access company information, and to a share of any remaining assets if the company is wound up. Each member holds one удел, and it cannot be represented as a security (unlike shares in a joint-stock company). Members are recorded in the company's Register of Shares (Книга на удели) — only a person entered there counts as a member.

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Why the difference matters

By default, a member's ownership percentage matches the proportion of their contribution. But the founding agreement can set it differently. For example, a member who contributes EUR 1,000 to a company with EUR 5,000 of capital has put in 20% of the capital — yet the members can agree that this person's удел (and therefore their voting power and profit share) is 40%, or some other figure. That is why the влог alone does not tell you who controls a company; the удел does.

If a manager refuses to enter a member in the Register of Shares, the member can petition the court to enforce registration, typically within a short window of 8 days.

Frequently asked questions

What is the difference between влог and удел?
The влог (contribution) is what a member transfers to the company — money, property or rights. The удел (share) is the bundle of ownership rights and obligations the member receives in return. One is the economic input; the other is the legal ownership stake.
Does the contribution percentage always equal the ownership percentage?
By default yes, but the founding agreement can set the удел differently. Someone contributing 20% of the capital could hold a 40% удел if the members agree.
Can a contribution be non-monetary?
Yes. A contribution can be in kind — property, vehicles, equipment, or rights like patents and licences — but it must be independently valued by an authorized appraiser.
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