CMS Expert Guide To Mandatory Reporting Of Criminal Offences For Companies And Their Responsible Persons in North Macedonia

Macedonian regulations require all natural and legal persons, including companies and their responsible persons, to report certain criminal offences and preparatory acts. Public officials have broader reporting duties, covering all criminal offences prosecuted ex officio. Companies vested with public authority must ensure their responsible persons, considered public officials in this context, fulfil these obligations.

Specifically, companies and responsible persons must report preparatory acts for criminal offences punishable by at least five years' imprisonment, with stricter penalties for non-reporting if the offence is punishable by life imprisonment. They are also obliged to report serious offences such as crimes endangering lives, corruption, and crimes against the constitutional order, including extortion, blackmail, counterfeiting, money laundering, crimes against the state, official duty offences, obstruction or assault of officials, and crimes against humanity and international law. When exercising public authority, responsible persons in companies are subject to the same reporting obligations as public officials.

The immediate obligation to report criminal offences lies with the responsible persons within the company. A “responsible person” within a company is considered to be any individual who, based on their role or specific authorisation within the entity, is entrusted with a defined scope of duties related to the implementation of laws, by-laws, or internal acts of the company. Furthermore, where specifically provided by law, a responsible person may also be someone holding a particular function or authority or entrusted with independently performing certain tasks in a foreign legal entity, including a person acting as a representative of such entity in North Macedonia. In addition to responsible persons, all other employees and representatives of the company who are required by law to report crimes are also obligated to report them to the authorities.

A criminal offence can be reported to the competent public prosecutor in writing, orally, by phone, electronically, or through other technical means.

If a responsible person fails to report a criminal offence when legally obliged to do so, they may face criminal prosecution for failure to report. This may also expose the company to liability, particularly if the omission was intended to benefit the company. Civil liability towards injured parties may follow as well. The risks are both reputational and legal, potentially affecting the company and the individuals involved. Moreover, failure to report a criminal offence may be considered an aggravating circumstance when assessing the individual’s or the company’s criminal liability.

A company can be held criminally liable in two main situations. The first is when a responsible person within the company commits a criminal offence in the name, on behalf, or for the benefit of the company, in cases prescribed by law. The second is when an employee or representative of the company commits a criminal offence that results in significant financial gain for the company or serious harm to another, provided that i) the act was carried out following a decision or approval of the company's management or supervisory bodies, or ii) the crime occurred due to failure of the company’s management or supervisory bodies to exercise proper oversight.

Criminal liability for the company can lead to fines ranging from MKD 100,000 (approx. EUR 1,600) up to MKD 30,000,000 (approx. EUR 487,800), with the possibility of higher penalties in cases involving unlawful profit or significant harm. In addition to fines, if a court determines that a company has abused its activity and that there is a risk of it repeating the offence, it may also impose one or more additional sanctions. Such additional sanctions are: prohibition from obtaining permits, licenses, concessions, authorisations, or other rights regulated by special law; prohibition from participating in public contracts, public procurement procedures, and public-private partnership agreements; prohibition from establishing new legal entities, etc.

A company may be exempted from punishment if, after the offence is committed, the responsible person, the management or supervisory body voluntarily reports the offender, returns the unlawfully obtained benefit, eliminates the harmful consequences, or otherwise compensates for the damage caused.

A person who falsely accuses someone of committing a crime prosecuted ex officio, knowing the person is not the offender, may face imprisonment from three months to three years. If someone causes criminal proceedings to be initiated against an innocent person by planting evidence or through other means, they may be sentenced to between one to three years in prison. Additionally, anyone who falsely claims to have committed a crime, or falsely reports that a crime occurred when they know it did not, may be fined or sentenced to up to three months in prison.

Once a criminal offence has been committed, providing assistance or aid to the offender or perpetrator is prohibited and punishable.

In particular, there is a risk of accessory criminal liability for individuals within a company if they aid, abet, or conceal the commission of a criminal offence, or fail to report an offence they are legally obliged to report. In particular, aiding another person in committing a crime, such as giving advice, providing tools, removing obstacles, or promising in advance to conceal the crime, can result in the aider being punished as if they committed the offence themselves, though potentially with a lighter sentence. an accessory is criminally liable within the limits of their intent and may be exempt from punishment if they voluntarily prevent the crime or make a serious attempt to do so.