Update to the contribution to the progress report on the process of accession of the republic of macedonia to the european union

3.6COMPANY LAW

I. COMPANY LAW

Legal Framework

The Law Amending the Company law was adopted (“Official Gazette of the Republic of Macedonia No.87/2008”). Amendments to the Law are related to the transposition of the article 29 of Second Company Law Directive 77/91/ЕЕC on pre-emptive rights (with suspended effect) and further transposition of the provisions of the Directive 2003/58/EC concerning provisions on electronic submission and registration by the authorised applicant. By these amendments a legal basis is created for enacting a bylaw on electronic submission of annual accounts to the Central Registry. Furthermore, volunteer liquidation of companies was provided, as a measure to further improve market exit.

The Proposal of the Law amending the law on one stop shop system passed the Government procedure. This Law is aligned with the Directive 2003/58/EC enabling the entities to submit application for registering a company  in the trade register of companies by electronic means only. Currently if any company submits registration application by electronic form it is also obliged to submit in hard copy in the process of developing e-filling of data within the Central Register.
During the 25^th and 26th of September  TAIEX mission was organised in the Ministry of Economy regarding the Directive 32005L0056 on Cross-border mergers concerning Company law. In depth explanation on the Directive as well as remarks related to other directives and recommendations were provided.  

The process of preparing strategic document on electronic submission of documents for registration of business is completed in August 2008. The document is incorporated into a separate project financed by the loan received from the World Bank (BERIS Project). The project should be finalised in October 2009 when the Information system on e-submission will be operational. Also an Action plan is being drafted for the period of 9 months aiming at the transposition of 2005/56/EC, 2007/36/EC and 2003/58/ЕЕС directives and Regulation 2001/2157 in national company law for which a separate project was launched in June. The contract with the selected international consulting consortium is expected to be in force during November 2008.

In the 2008 (until September) total registered initial capital of the new registered companies is:
Domestic capital: EUR 17,903,781  and MKD 1,562,715,989
Foreign capital: EUR 5,413,719  and MKD 91,472,100  

 

Since 1 October 2007 until 1st of September 2008, the trade register has received a total of 9540 new registrations, has amended 14693 registrations, has conducted 5883 registrations for deletions, 500 are corrections, 3933 are registration of bankruptcy procedure and 3590 are registrations of liquidation procedure, or in total 38139 registrations are conducted. There are 645 foreign persons registered as founders of the trade companies, also there are 146 foreign legal entities registered as founders of the trade companies.


Institutional strengthening

The information system on submission of annual accounts by electronic means (based on PKI technology electronic signatures and “XBRL” compatibility) finished its development and is functional.

The Project is being prepared for development of e-filling system for business registration and for all other remaining documents subject to disclosure requirements including registering of all activities and legal relevant data in the bankruptcy proceedings and liquidation (1,5 mil €).
II. CORPORATE ACCOUNTING AND AUDITING

Regarding implementation of the Country Strategy and Action Plan to Enhance Quality of Corporate Financial Reporting, the Ministry of Finance has announced public call for consultant services to design a public register for statutory auditors.

Institutional Strengthening

In the Unit for accounting system, audit and payment operations one person has been employed.

3.7 INTELLECTUAL PROPERTY LAW

INTELLECTUAL PROPERTY LAW

I. COPYRIGHT AND RELATED RIGHTS AND INDUSTRIAL PROPERTY RIGHTS

Institutional framework
There was one employment in the Ministry of Culture and the total number of the employees in the Sector for Copyright and Related Rights reaches number of four employees.
II. INDUSTRIAL PROPERTY RIGHTS

Institutional framework
In July, the Protocol for cooperation was singed between the State Office for Inventions and Trademarks of Romania, and the State Office on Industrial Property of the Republic of Macedonia. The purpose of this Protocol is to exchange experiences on the enforcement of acquis and practices in the area of IPR. In addition, Memorandum on cooperation between State Office on Industrial Property of the Czech Republic and State Office on Industrial Property of the Republic of Macedonia was singed in July.
In the State Office of Industrial Property regarding the process of capacity building one new person was employed in the Sector for European Integration, International Cooperation and Legal Affairs.
On the 15th –16^th of September in Skopje, European Patent Organisation (EPO) in co-operation with the State Office of Industrial Property (SOIP) organised seminar on the European Patent System. This Seminar was organised in the framework of activities for accession of the Republic of Macedonia in EPO. Participants on the seminar were representatives from agents, judges and SOIP.

III. ENFORCEMENT AND INSTITUTIONAL FRAMEWORK OF INTELLECTUAL PROPERTY RIGHTS

According to the World Customs Organisation - “Customs and IPR Report 2007”, the Republic of Macedonia advanced among top 10 countries on the list of countries ranked by seizure of the counterfeited and pirated goods.
On the 10^th of June Customs Administration held one day seminar in co-organisation with representative office SNB-REACT for protection of the IPR’s. The aim of the seminar was to raise awareness for identification of the counterfeited trade marks ³. Representatives from institutions dealing with protection of the IPR’s (Customs Administration, State Market Inspectorate and Ministry of Interior) participated on the seminar.
The International Development Law Organization (IDLO), with the headquarter in Rome, Italy, in cooperation with IDLO Alumni Association in the Republic of Macedonia, in the period from 30^th June until 4^th July 2008, organised workshop on Intellectual property. Participants in this workshop were institutions dealing with IPR protection. The purpose of the workshop was to gain necessary knowledge in order to improve protection and realisation of the IPR’s in more practical manner.
In cooperation with the USAID Project on business environment in the period from 9^th to 13^th of July Romanian experts visited the Republic of Macedonia. The purpose of this working visit was to share their experience on enforcement on IPR in Romania, with aim to assist in preparation of the National Strategy on enforcement of intellectual property rights of the Republic of Macedonia. .
On 12^th of September in Skopje TAIEX in co-operation with the State Office of Industrial Property Seminar on enforcement of IPR was organised. The seminar was organised for 50 participant mainly members of the Coordinative Body for Intellectual Property, representatives from the SOIP, Ministry of Culture, judges, public prosecutors, customs, police and State Market Inspectorate. The main topics on the Seminar were competences of the institutions in IPR protection in the internal market, experience in transposition of the Enforcement Directive and its implementation, Treatment of the counterfeited goods - from seizure, to storage and destruction a well as Cooperation between governmental institutions and non-governmental organisations in combating against counterfeiting and piracy.
The Coordinative Body for Intellectual Property carried out three actions against 23 entities (16 natural persons and 7 legal entities) in Skopje with seizure of 9913 pirated items. In this respect, the State Market Inspectorate submitted 6 requests on misdemeanour procedure and 11 criminal procedures were initiated by the Ministry of Interior.
Within the period covering June – September 2008, the Customs Administration undertook separate actions, acting in 70 new cases (in 38 cases goods were intended for import and in 32 cases goods were intended for transit). Customs authorities retained temporally 521326  pieces of goods,18.000 kg of washing powder and 9.450 l of alcohol.
During this period, Customs officers acted ex-officio upon 39 cases, while in some cases there were no requests from the right holders, and for some cases the procedure is on-going. 
Customs authorities acted upon 33 new requests from the right holders on well known trade marks. Following the conclusion of the proceedings, the Customs Administration also destroyed 21.012 pieces of goods.
The State Market Inspectorate in the course of its independent actions seized in total 12.178 pirated items (out of which 8.680 were from known perpetrators, while 3.507 were sized from unknown perpetrators) resulting in 39 requests on misdemeanour procedure while 3 mandatory sanctions were pronounced in 100 EUR counter value.
The Ministry of the Interior in its six independent actions (in five towns) seized 4.193 pirated items. In this actions nine criminal charges, were instigated against nine natural persons.