WOLEP Talk with Ms. Ana Minoska (North Macedonia): “As we say, the attorney is the first station for a foreign investor”

WOLEP: Can you please introduce yourself, Ana, and give us an overview of your legal practice and expertise?

Ana Minoska: I am a Macedonian Attorney-at-Law from Skopje. My Law Office Minoska has been established in March 2006, as a continuation of my legal practice starting from 1996 when I was working for leading law offices in Skopje, first as a paralegal, then as a legal associate and finally as a Partner Attorney.

In all this time, I have worked with international companies and local legal entities and other subjects, as well as with individual clients, all of them with various needs in the field of law.

My main practice is in Corporate and Commercial Law, in particular FDI and M/A and Energy law.

WOLEP: As a lawyer specialising in Corporate Law, how do you assist foreign investors in navigating the legal requirements for establishing and registering their businesses in North Macedonia?

Ana Minoska: Advising the foreign investors and in particular the big multinational companies is a complex process, that usually starts with the preparation of due diligences on the legal issues subject to their particular needs, then continues with the establishment of the local legal entity, or advising on the acquisition of the existing local entity and further legal advising in the day-to-day company activities connected especially, but not limited to: HR issues, concluding of the contracts, representation in front of the authorities, cadaster issues etc.

In my practice, LLC is foreign investors’ favourable form of legal entity as it offers them easier internal integration within the group, transposing of company standards, managing of the company and fulfilment of all local legal and financial obligations and responsibilities.

Although it takes some time as preparation work while we do need to prepare an appropriate file of formal legal acts and documents, and to collect the relevant documents from the investor’s side, I can state that the process of formal registration of the Macedonian company is fast, as we practice the one-stop-shop system that is completely electronic, where the attorneys are proceeding as registration agents, and the entity is registered in maximum 5 working days from the time of submission of the complete documentation. However, it usually takes even less to have an operational registered entity with its company personal number, tax number and bank account number.

Attorneys are further engaged, among other, in the processes of registration of the final owner within the appropriate registry, procedure of licensing where necessary, either prior or after the registration, as case may be, and in these last years also in preparation of data protection documents, as key operational needs.

WOLEP: What are the common expectations that foreign investors have when entering the Macedonian market, and how do you work to meet those expectations?

Ana Minoska: They are mostly interested in the smooth realisation of the plan, in the investment itself. For them, contact with the attorney before taking any concrete formal step in the realisation of the investment is essential. As we say, the attorney is the first station.

For the attorneys themselves, the process requires always being updated with the novelties of the legislation, fast proceeding and preparation of the precise answers - especially in red-flag reports when sometimes we have to give only an “yes” or “no”. That was, and still is, challenging because of not precise provisions in many laws and / or regulations, and because of the nonexistence of standardised legal practice. It is a real issue to explain to the investor the different courts’ decisions delivered on the same legal matter, or delays in the proceeding by the administration, or in some cases the inappropriate implementing of the law. The role of the attorneys here is very important in giving the best possible advice in the existing circumstances.

Despite difficulties, what I can say is that Macedonian authorities are continually working for the improvement of the business environment, by amending the existing legislation, by implementing the good administration practices and by constantly being in communication with businesses for their needs and remarks. All Governments were duly devoted to attract foreign investments.

WOLEP: You’ve mentioned LLCs as the investors’ preferred form of legal entity. What are the most appealing industries in North Macedonia to them?

Ana Minoska: There is big potential in my country, although in terms of interest, the tempo is not the same as before the pandemic. Foreign investment is generally concentrated in areas such as TID (Technological Industrial Development) Zones, where there are in place some government incentives.

These are good investments for the economy and for technological development, as they implement modern technologies, but they are also good for the local people in the areas where they operate, as they employ young people offering them excellent working surroundings and satisfactory salaries.

I could also mention the renewable energy sector, construction, software - where many young people are very skilled -, and trading.

From my experience, investors appreciate the feedback from Macedonian authorities and the quality working force here. Unfortunately, in the last years, we lost many young people who went to work abroad, especially to Western Europe, where they are paid better.

WOLEP: Could you share a specific example or experience you've had working with a foreign investor, highlighting the challenges you faced and how you successfully resolved them?

Ana Minoska: Over the course of the years, I had a chance to work on a long list of major Macedonian projects, advising the foreign investors in their Macedonian investments. I would point out, in particular, the chance to be issued with the first license for the establishment of a private university, the first license for the establishment of a private insurance company, and the first license for the establishment of an electricity trader on Macedonian territory.

In addition, and in cooperation with the Wolf Theiss Sofia office, I had the chance to be local legal adviser in the first investment in the Technological Industrial Development Zone in Skopje, and to subsequently advise a few other investors in the other zones within the country.

These projects brought me experiences that are priceless for a legal professional, because you are implementing something new, or at least something very different than the existing. There are so many nice memories of cooperation between all of us involved: the exchange of the opinions and arguments, and finishing a good work at the end, on some really big projects from a local perspective.

Going further, I worked on investments in many different businesses such as the food industry, the industry of minerals, trading, banking, software, telecommunication, medicine, lottery, even sports. 

I did many files of different law areas for foreign investors, all of them always challenging. It is a general conclusion that no one file is the same, and you also realise that a new legal issue might arise at any moment. Quite the adrenaline rush!

My favourite parts of the work are contracts negotiations and legal advising. There were so many times when we argued on the sentence or the word, we were successfully proving certain facts with documents that the other party could not deny, we were making last moment changes or last moment decisions. There was much overtime work, many conference calls, now we are doing Zooms, in non-working hours because of the different time zones. To contemplate all of the work done is a great feeling, taking into account all the projects realised and all the people met. Wonderful lawyers and businessmen, professional, kind and patient while overcoming the obstacles. I remained in contact with many of them to this day and, even if they are all around the world, we still have mutual respect and enjoy our talks as friends now.  I am really rich in friendships!

WOLEP: Apart from your professional pursuits in the legal field, we understand that you have a passion for art and poetry. How does your love for them impact your legal work, if at all, and how do you find a balance between the two interests?

 Ana Minoska: As you are very much aware, our daily work as lawyers is very stressful, so we need to recharge. Literature and art help me to relax and enjoy.

Literature also helps a lot in writing law suits - and giving court statements ! - because the legal profession is based on the art of expression, both verbal and written. It looks that we as lawyers don’t have much of an option but to use the strict law wording, yet the explanations to be given in our legal writs demand not just legal knowledge but descriptive abilities, as well as good knowledge of use of a word, a phrase or a punctuation. Therefore, I always find time for a good book. I adore Macedonian literature and have all my respect for Macedonian artists of any kind. Macedonian culture is something that I am proud of.

And while speaking about poetry, as I know you write it, it is my expectation that I will be among the first notified when it will be translated in English, so I can enjoy it. Looking forward to the moment!

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