Introduction
Recent enforcement trends indicate an increasingly proactive approach by the Commission for Protection of Competition of North Macedonia (the “Commission”) in the area of merger control. In particular, the Commission has intensified its scrutiny of transactions involving changes in control structures and the establishment of joint ventures, while demonstrating a greater willingness to pursue “gun-jumping” infringements and failures to notify concentrations. The decisions discussed below are among the latest examples of the Commission’s efforts to ensure compliance with merger control obligations and to strengthen enforcement of competition rules in North Macedonia.
In two decisions adopted on 22 April 2026, the misdemeanour commission within the Commission imposed fines totalling over MKD 4.1 million (approx. EUR 67,500) for failure to notify and for the premature implementation of concentrations. The cases concerned the establishment of joint control and the creation of a joint venture.
Four Co-Shareholders Found to Have Acquired Joint Control Over Energo Sistem Instalacii
In the first case, the Commission found that companies Stenton Gradba DOO, Energo Sistem Mihajlo i Zoran DOO, Zoran Kondratenko and DEFC Immobilien DOOEL had acquired joint control over Energo Sistem Instalacii DOO. Under Energo Sistem Instalacii DOO’s constitutional documents, key strategic decisions required the unanimous consent of all shareholders, which, according to the Commission, resulted in the acquisition of joint control and therefore constituted a concentration under the Competition Law. For failing to notify the transaction and implementing it prior to receiving formal clearance, the Commission imposed total fines of MKD 3,228,700 (approx. EUR 52,500).
Establishment of KEI Invest Qualifies as a Notifiable Full-Function Joint Venture
In the second case, the Commission determined that the establishment of KEI Invest DOO by companies Stenton Gradba DOO and Idaks International DOOEL constituted the creation of a joint venture with equal shareholdings and joint decision-making powers. The Commission reaffirmed that the creation of a joint venture performing on a lasting basis the function of a fully functional entity constitutes a concentration subject to mandatory prior notification. As a result of the parties’ failure to notify this concentration, fines totalling MKD 922,400 (approx. EUR 15,000) were imposed.
Conclusion
These decisions reaffirm the Commission’s consistent position that merger control obligations extend beyond traditional M&A activity to include any creation of a full-function joint venture or the acquisition of veto rights over strategic decisions.
Further, the decisions further illustrate the Commission’s growing focus on procedural merger control infringements and its readiness to impose significant fines where parties fail to comply with notification and standstill obligations. For investors and businesses, these cases serve as a critical reminder to conduct early-stage competition analysis in any transaction involving changes in control or the formation of new entities to mitigate substantial enforcement risks.
FAQ
What triggered the Competition Commission’s enforcement actions in these cases?
The Commission found that the parties had implemented concentrations without prior notification and clearance, in breach of North Macedonia’s Competition Law.
What types of transactions qualify as notifiable concentrations under North Macedonia’s competition rules?
Notifiable concentrations include not only traditional M&A transactions but also the acquisition of joint control through veto rights or unanimous consent requirements, and the establishment of full-function joint ventures.
What does “full-function joint venture” mean in this context?
A joint venture is considered full-function if it operates on a lasting basis as an independent economic entity, performing the functions of an autonomous business rather than serving only its parent companies.
What are the consequences of failing to notify a concentration?
Parties that implement a concentration without prior clearance may face fines for both the failure to notify and for gun-jumping, that is, implementing the transaction before receiving formal approval.
What should businesses take away from these decisions?
Competition analysis should be conducted at an early stage of any transaction involving changes in control or the creation of new entities, to identify notification obligations before implementation.
The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.
