North Macedonia competition authority intensifies merger control enforcement

The Commission for Protection of Competition of North Macedonia has significantly intensified its merger control enforcement activities. Several infraction proceedings have been initiated ex officio in relation to premature implementation of concentrations involving both joint ventures and acquisitions resulting in sole control. These proceedings have led to the imposition of multiple fines on the parties involved for breaches of the merger control rules under the Competition Protection Act.

Most recently, the Commission adopted a decision sanctioning the parties to a joint venture, Stenton Gradba DOO and Idax International DOOEL, for failing to comply with the mandatory merger notification requirements Decision - Commission/Stenton Gradba DOO/Idax International DOOEL.

According to the Commission's findings, the founding agreement establishing the JV was executed on 1 September 2025, while the registration of the newly established entity before the Central Registry was completed on the same day. Despite the fact that the joint venture had already been implemented, the parties submitted the merger notification only on 31 December 2025. The Commission subsequently issued a clearance decision on 4 February 2026.

Two separate infringements

The Commission concluded that the parties had committed two separate infringements of the Competition Protection Act, namely a failure to notify the concentration prior to its implementation contrary to Article 15 of the Competition Act, and implementation of the concentration before clearance contrary to the standstill obligation under Article 18(1), both classified as serious infraction.

The Commission expressly rejected the argument that these were effectively the same infringement. It held that Article 15 and Article 18 impose separate obligations: Article 15 requires a positive act, namely filing a notification, while Article 18 imposes a negative obligation not to implement the transaction before clearance. The fact that both breaches arise from the same transaction does not merge them into a single infringement. The Commission relied on EU merger control practice, including Mowi / Marine Harvest and Altice, to support the position that failure to notify and early implementation may be sanctioned separately.

Fines

Under the Competition Protection Act, gun-jumping may result in a fine of up to 10% of the infringing undertaking's total annual turnover. In the present case, one of the parties was issued a fine equal to 0,017% of its total annual turnover, corresponding to EUR 5.000, per infringement (totalling EUR 10,000), whereas the other party was issued a fine equalling 2.63% of its total annual turnover, corresponding to EUR 2.500 per infringement (totalling EUR 5,000).

The Commission took into account several mitigating factors, namely, that the concentration was ultimately cleared and was found not to raise competition concerns, that the parties notified the transaction shortly after the misdemeanour proceedings were initiated and that they cooperated with the Commission during the proceedings.

This decision illustrates that, when setting a fine expressed as a % of annual turnover, the Commission is driven by the actual amount which will result from the formula.

In other recent gun-jumping cases involving share transfers in joint ventures, the Commission has issued comparable fines, ranging from 0.11% to 8.62% of the party's annual turnover, with the highest fine nominally amounting to approximately EUR 25,000. In one case, a natural person participating in the concentration was also fined in an amount equal to 1% of his annual income, corresponding to approximately EUR 2,500.

The decision confirms that, under North Macedonian competition law, parties to a notifiable transaction must comply with both procedural obligations: they must notify before implementation and must not implement before clearance. Breaching both rules may lead to cumulative fines, even where the transaction is later cleared and no substantive competition harm is found.

The Commission's recent decisional practice clearly signals rigorous approach towards merger control enforcement.