North Macedonia -- Licensing Requirements Regulatory Overview

**General warnings and pronouncements** from the National Bank and other financial authorities, clarifying the legal status and risks.

**Criminal investigations and prosecutions** by law enforcement (Ministry of Interior, Financial Police, Public Prosecutor's Office) targeting activities such as fraud, money laundering, or illegal electricity usage for crypto mining.

**Regulator Name:** National Bank of the Republic of North Macedonia (Народна банка на Република Северна Македонија - NBRSM)

**Entity Targeted:** General public, financial institutions under NBRSM supervision (banks, savings houses).

**Violation Type:** While not a "violation" in the traditional sense, the NBRSM has consistently warned against the risks associated with cryptocurrencies and explicitly prohibited supervised financial institutions from dealing with them. This sets the regulatory boundary.

**Penalty Amount:** N/A (This is a regulatory warning/stance, not a direct penalty for a specific breach by a regulated entity).

**Date:** Ongoing, with prominent statements in **November 2021** and repeated subsequently.

**Outcome:** Heightened public awareness of crypto risks, reinforced prohibition for traditional financial institutions, setting a cautious regulatory tone. The NBRSM maintains that cryptocurrencies are not legal tender and do not fall under its regulatory supervision.

**NBRSM Official Statement (November 2021):** https://www.nbrm.mk/ns-newsarticle-soopstenie_za_javnost-23112021.nspx (Macedonian)

*Note: While not a direct "enforcement" with a penalty, this is the most significant regulatory action outlining the country's stance on crypto and warning against its use, serving as a basis for potential future enforcement.*

**Regulator Name:** Ministry of Interior (Министерство за внатрешни работи - МВР), Public Prosecutor's Office (Јавно обвинителство на Република Северна Македонија), Financial Police (Управа за финансиска полиција).

**Entity Targeted:** Individuals and organized groups operating illegal cryptocurrency mining farms.

**Violation Type:** Theft of electricity, unauthorized connection to the electrical grid, potential charges for tax evasion, and sometimes organized crime.

**Penalty Amount:** Seizure of expensive mining equipment (estimated value often in the hundreds of thousands of Euros), criminal charges, potential imprisonment, and financial penalties for stolen electricity. Specific penalty amounts vary per case and conviction.

**Date:** Multiple incidents throughout the last three years. One notable example: **June 2022**.

**Outcome:** Arrests of individuals, confiscation of mining hardware, disruption of illegal operations, and ongoing criminal proceedings. These actions highlight the MVR's focus on economic crime related to crypto.

**Source URL (Example - June 2022 raid):**

**MVR Press Release (via local media):** https://kanal5.com.mk/najdena-fabrika-za-kriptovaluti-vo-kumanovo-kriumnicharele-struja-vredna-iljadnici-evra/a535804 (Macedonian - reporting on a major bust in Kumanovo involving significant electricity theft)

*Note: Similar raids have occurred periodically, indicating a consistent enforcement effort against this type of crypto-related crime.*

**Regulator Name:** Ministry of Interior (МВР), Public Prosecutor's Office (Јавно обвинителство на Република Северна Македонија).

**Entity Targeted:** Individuals and criminal groups involved in online fraud schemes often utilizing cryptocurrencies for payments or as the subject of the scam (e.g., fake investment platforms).

**Violation Type:** Computer fraud, money laundering, organized crime.

**Penalty Amount:** Seizure of assets, criminal charges, potential imprisonment, and restitution if convicted. Specific amounts are often under investigation or determined at conviction.

**Date:** Throughout the last three years. One example of MVR's ongoing focus: **October 2023** (general warnings about increasing online fraud, including crypto).

**Outcome:** Arrests, ongoing investigations, disruption of fraudulent networks. The MVR regularly issues warnings about various online scams, many of which now involve cryptocurrency. While a single "major bust" focusing solely on crypto fraud with a public, finalized penalty within the last 3 years is hard to isolate from ongoing investigations, the MVR's continuous alerts and smaller-scale arrests demonstrate active enforcement.

**Source URL (Example of MVR's focus on online fraud, including crypto):**

**MVR News Report (October 2023):** https://mvr.gov.mk/vest/18029 (Macedonian - warning about various types of cybercrime and fraud, which often involve crypto payments, indicating investigative priority)

*Note: These actions are part of broader cybercrime efforts and directly impact crypto-related illicit activities. Specific conviction details with finalized penalty amounts are often not widely publicized until judicial proceedings are complete.*

**Law on Prevention of Money Laundering and Terrorist Financing**

**Regulating Authority:** **Financial Intelligence Unit (FIU) of North Macedonia** (Управата за финансиско разузнавање - УФР) is the primary authority for VASP registration and AML/CTF supervision.

**Law on Payment Services and Payment Systems:** This law regulates traditional payment services.

**Regulating Authority:** **National Bank of North Macedonia (NBNM)** (Народна банка на Република Северна Македонија) is the authority for licensing and supervising payment institutions that handle fiat currency.

**Exchanges (Virtual Asset Service Providers - VASP):**

**Requirement:** Mandatory registration with the **Financial Intelligence Unit (FIU)** under the LPMALTF.

**Scope:** This applies to platforms facilitating the exchange of virtual assets for fiat currency, or virtual assets for other virtual assets.

**Custody Providers (Virtual Asset Service Providers - VASP):**

**Scope:** This applies to entities that provide services to safeguard virtual assets or instruments enabling control over virtual assets on behalf of customers.

This category requires a nuanced approach:

**Crypto-only Payment Processors (VASP):** If the entity *only* processes transactions in virtual assets (e.g., accepting crypto payments on behalf of merchants and settling in crypto), it would likely fall under the VASP definition and require registration with the **FIU** under the LPMALTF.

**Fiat-to-Crypto/Crypto-to-Fiat Payment Processors (Hybrid):** If the entity handles fiat currency (e.g., converting fiat to crypto, or processing fiat payments for merchants that accept crypto), it would likely be considered a **payment institution** under the Law on Payment Services and Payment Systems. In this case, it would require a **license from the National Bank of North Macedonia (NBNM)** in addition to potentially needing VASP registration with the FIU for its crypto-related activities.

**Type:** AML/CTF registration (FIU) and potentially a payment institution license (NBNM).

**Customer Due Diligence (CDD):** Implementing robust KYC procedures to identify and verify the identity of customers (individuals and legal entities). This includes collecting personal data, verifying through reliable sources, and ongoing monitoring.

**Risk-Based Approach:** Developing and implementing a risk assessment framework to identify, assess, and mitigate money laundering and terrorist financing risks associated with customers, products, services, transactions, and delivery channels.

**Transaction Monitoring:** Monitoring transactions for suspicious patterns and activities.

**Suspicious Transaction Reporting (STR):** Obligation to report suspicious transactions to the FIU without delay.

**Record Keeping:** Maintaining records of customer identification data and transactions for at least five years.

**Internal Controls and Policies:** Establishing comprehensive internal AML/CTF policies, procedures, and controls, including appointing an AML officer and providing regular training to employees.

**For FIU VASP Registration:** There are no explicit, dedicated minimum capital requirements *specifically* for virtual asset service providers under the current AML/CTF registration regime in North Macedonia. However, general business solvency and sufficient operational capital are implicitly expected.

**For NBNM Payment Institution License:** If a company also requires a payment institution license from the National Bank of North Macedonia due to handling fiat payments, then specific **minimum capital requirements** will apply, similar to those for traditional payment service providers (e.g., initial capital of EUR 20,000 to EUR 125,000 depending on the type of payment services offered, plus ongoing capital requirements).

**Required:** Companies seeking VASP registration or a payment institution license must be established as a **legal entity in North Macedonia**. This typically means having a registered office, local management, and an AML officer based in the country.

The management, board members, and significant shareholders of the VASP or payment institution are subject to fit and proper assessments by the respective regulatory bodies (FIU and/or NBNM). This involves assessing their reputation, competence, experience, and lack of criminal records.

**Legal Entity Establishment:** Incorporate a company in North Macedonia.

Detailed business plan outlining proposed services, target market, and operational procedures.

Ownership structure, including ultimate beneficial owners (UBOs).

CVs and relevant certifications of management, board members, and the appointed AML officer.

Comprehensive AML/CTF policies, procedures, and internal controls manual.

IT security policies and risk management frameworks.

**Submission to FIU:** Submit the complete application package to the Financial Intelligence Unit.

**Assessment and Review:** The FIU will review the application, conduct due diligence on the company and its key personnel, and assess the adequacy of the proposed AML/CTF framework.

**Interview/Clarifications:** The FIU may request interviews or further clarifications/documentation.

**Registration:** Upon successful completion of the assessment, the VASP will be registered with the FIU and placed on its public register (if applicable).

**Financial Intelligence Unit (FIU) of North Macedonia:**

*Note: Information regarding VASP registration and the LPMALTF is usually found on the FIU's site, though it may be primarily in Macedonian.*

**National Bank of North Macedonia (NBNM):**

*Relevant for payment institutions and licensing under the Law on Payment Services and Payment Systems.*

Shares in companies and other securities equivalent to shares in companies, partnerships, or other entities, and depositary receipts in respect of shares.

Bonds or other forms of securitised debt, including depositary receipts in respect of such securities.

Any other securities giving the right to acquire or dispose of any such transferable securities by subscription or exchange.

Securities giving rise to a cash settlement determined by reference to transferable securities, currencies, interest rates or yields, commodities or other indices or measures.

**Money Market Instruments:** (less relevant for most crypto tokens, but potentially for stablecoins or very short-term debt tokens).

**Units in collective investment undertakings.**

**Equity Tokens:** Tokens that represent ownership stakes in a company, granting rights similar to shares (e.g., voting rights, dividend distribution, share in profits).

**Debt Tokens:** Tokens that represent a loan or debt instrument, entitling the holder to principal repayment and/or interest, similar to bonds.

**Revenue/Profit-Sharing Tokens:** Tokens that grant holders a direct right to a share of the issuer's future revenues or profits, even if they don't represent direct equity.

**Investment Contract Tokens:** Tokens offered with a promise of future profit derived from the entrepreneurial or managerial efforts of the issuer or a third party, where the primary purpose for purchase is investment.

**Utility Tokens:** If their sole purpose is to provide access to a product or service within a specific ecosystem, with no investment expectation.

**Payment Tokens:** If their primary function is purely as a means of exchange for goods and services, without conveying any investment rights or claims on an underlying asset.

**Asset-referenced tokens (ARTs) and E-money tokens (EMTs):** These are expected to be regulated under the upcoming EU MiCA regulation, which North Macedonia is preparing to adopt. MiCA specifically carves out "crypto-assets that qualify as financial instruments" (i.e., securities) from its scope, ensuring they remain under existing securities law.

**Prospectus Requirement:** Public offerings of security tokens would generally require the publication of a prospectus, which must be approved by the SECRNM. The prospectus must contain detailed information about the issuer, the token, the rights it confers, the risks involved, and the use of proceeds, in accordance with the Law on Securities and principles of the EU Prospectus Regulation.

**Disclosure Obligations:** Issuers would be subject to ongoing disclosure obligations, including periodic financial reporting and notification of significant events, similar to traditional listed companies.

**Exemptions:** Exemptions from prospectus requirements might apply for:

Small offerings below certain thresholds.

Offerings made exclusively to qualified investors.

Offerings to a limited number of persons.

These exemptions would generally mirror those applicable to traditional securities offerings.

**Regulated Markets:** Secondary trading would ideally need to take place on a regulated market (e.g., the Macedonian Stock Exchange, if the tokens were admitted to trading) or through licensed investment firms.

**Licensed Intermediaries:** Investment firms facilitating the trading of such tokens would need to be licensed by the SECRNM and adhere to all relevant rules regarding investor protection, best execution, suitability, and market integrity.

**Market Abuse Regulations:** Trading activities would be subject to market abuse regulations (prohibition of insider trading, market manipulation).

**Custody:** Custody of security tokens would likely need to be handled by licensed custodians.

**Focus on Warnings:** The SECRNM, alongside the National Bank of the Republic of North Macedonia (NBRSM), has primarily issued general warnings to the public about the risks associated with investing in crypto-assets, highlighting their speculative nature, lack of regulation, and potential for fraud. The NBRSM has also focused on Anti-Money Laundering (AML) concerns related to crypto.

**Limited Market Activity:** The scale of security token offerings specifically targeted at North Macedonian investors might be limited, leading to fewer direct enforcement cases.

**Proactive Consultations:** Regulators might engage in dialogue with potential issuers on a case-by-case basis before public offerings occur, guiding them towards compliance if their tokens are deemed securities.

**Securities and Exchange Commission of the Republic of North Macedonia (SECRNM):**

Official Website: https://www.sec.gov.mk/ (The website is available in Macedonian and English, offering access to their regulatory framework, decisions, and news).

**Law on Securities (Закон за хартии од вредност):**

This is the primary legislation. While a direct English translation URL from an official gazette is hard to find without specific legal databases, the law is published in the Official Gazette of the Republic of North Macedonia (Службен весник на Република Северна Македонија). The SECRNM's website often references and interprets this law. The latest consolidated version would be the operative one.

**National Bank of the Republic of North Macedonia (NBRSM):**

Official Website: https://www.nbrm.mk/ (Often issues warnings and statements regarding crypto-assets from a financial stability and AML perspective, though not directly on securities classification).

**EU MiCA Regulation:** While not yet directly applicable, North Macedonia's future regulatory approach will be heavily influenced by MiCA, which will differentiate between crypto-assets falling under existing financial services law (securities) and those falling under MiCA's new framework.

Regulation (EU) 2023/1114 on markets in crypto-assets (MiCA): https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32023R1114

**Partial/Indirect Regulation:** Existing laws (particularly those related to anti-money laundering and terrorist financing) may apply to certain crypto-related activities if they fall within their scope.

**Cautionary Stance:** The National Bank of North Macedonia has issued warnings to the public regarding the risks associated with virtual assets.

**Future Comprehensive Intent:** A draft Law on Virtual Assets is under preparation, signaling an intent to establish a comprehensive framework covering licensing, oversight, and consumer protection.

**Role:** The primary body responsible for drafting the new Law on Virtual Assets and shaping the overall financial policy regarding digital assets.

**National Bank of North Macedonia (NBRM):**

**Role:** Issues warnings regarding the risks of virtual assets, monitors financial stability, and is involved in discussions about the regulatory framework, particularly concerning monetary policy and payment systems. While it has not directly regulated crypto, it has issued strong cautions.

**Financial Intelligence Office (FIO) / Financial Intelligence Unit (FIU):**

**Role:** Responsible for preventing money laundering and terrorist financing. Crypto asset service providers (CASPs) are expected to comply with existing AML/CTF obligations where applicable, even before specific crypto legislation is fully enacted. The FIO will play a crucial role in implementing AML/CTF aspects of the future virtual asset law.

**URL:** https://www.ufr.gov.mk/ (Website of the Financial Intelligence Office)

**Date:** Official Gazette No. 120/18, 275/19, 29/20, 150/21. (The law has undergone several amendments.)

**Relevance:** This law applies to financial institutions and other entities to prevent illicit financial activities. While it doesn't explicitly define "virtual assets," some activities involving the conversion of fiat to crypto or vice versa by regulated entities may fall under its scope, particularly for identifying and reporting suspicious transactions.

**URL (example for an Official Gazette issue, consolidated law may not be easily available in English):** https://slvesnik.com.mk/wp-content/uploads/2021/07/2021-150.pdf (This is an example of an Official Gazette issue; a direct link to the consolidated law might require navigating the official gazette portal or specialized legal databases).

**Law on Virtual Assets (or Law on Digital Assets)**

**Date:** Currently **under preparation/draft status** by the Ministry of Finance. It has not yet been formally adopted or published in the Official Gazette. Discussions have been ongoing since at least 2021-2022, aiming for alignment with EU MiCA (Markets in Crypto-Assets) Regulation and FATF standards.

**Relevance:** This is the most crucial piece of future legislation. It is expected to:

Define virtual assets and virtual asset service providers (VASPs).

Establish licensing requirements for VASPs.

Address market integrity and AML/CTF compliance specifically for virtual assets.

**URL:** As this law is still in draft form, there isn't an official published URL for the final enacted legislation. Information about its development is often found in news reports, Ministry of Finance announcements, or legal firm publications.

**Legality of Ownership and Trading:** Owning and trading cryptocurrencies by individuals in North Macedonia is generally **not illegal**. However, it is done at the individual's **own risk** due to the absence of specific regulatory oversight and consumer protection.

**Regulatory Status of Exchanges:** Currently, there is no dedicated licensing regime for cryptocurrency exchanges or other virtual asset service providers (VASPs) operating within North Macedonia.

**Unregulated Environment (for crypto-specific licensing):** This means platforms do not require a specific "crypto license" to operate, though they must adhere to general business laws, company registration requirements, and existing AML/CTF obligations if they handle fiat currency or provide services that fall under the existing financial laws.

**NBRM Warnings:** The National Bank of North Macedonia has consistently issued warnings to the public about the high risks associated with investing in and trading cryptocurrencies, citing price volatility, potential for fraud, lack of investor protection, and the absence of a legal framework for redress.

**Example NBRM Warning (often reiterated):** https://www.nbrm.mk/news-article.aspx?item=4735 (This is an example link to a news article on the NBRM site warning about crypto, dates may vary for the latest warning.)

**Future Impact of Draft Law:** The proposed Law on Virtual Assets is expected to introduce a licensing framework for exchanges and other VASPs, bringing them under direct regulatory supervision and enhancing consumer protection and AML/CTF compliance. Until then, the environment remains largely unregulated specifically for crypto operations.