In an asset deal you choose what you take. In a share deal you take the company as you find it — its history, its unfiled accounts, its unlicensed trading period and the agreements its members signed with each other. Montenegro made that proposition sharper on 1 January 2026, when an entirely new Companies Act replaced the one most diligence checklists were written against.
The Act is the Zakon o privrednim društvima, Službeni list Crne Gore nos. 090/25 of 6 August 2025 and 121/25 of 21 October 2025, applying from 1 January 2026. Article 634 is explicit: on the day this Act begins to apply, the previous Companies Act (Sl. list CG nos. 65/20, 146/21 and 4/24) ceases to be in force. A diligence report citing the old articles is not merely dated; it is citing a repealed statute.
The document that binds your seller and that no register will show you
Start with the provision that defeats register-only diligence.
Article 11(1) recognises the ugovor članova privrednog društva — an agreement between two or more members of the same company regulating matters important to their mutual relations. Article 11(2): it produces effect exclusively between the members who concluded it. Article 11(3) names it by company type — partners' agreement, members' agreement, shareholders' agreement.
Then Article 11(4): that agreement is not an act of the company and is not registered in CRPS.
Read together, those four paragraphs describe a document that can contain drag-along and tag-along rights, pre-emption, veto rights and exit mechanics — and that will never appear in any register search, because the statute says it does not belong there. It does not bind you as an incoming buyer, which sounds like comfort until you consider the other side: it binds your seller, and a co-member with rights under it may have a claim arising from the very transaction you are funding.
There is only one reliable way to find it, and it is not a register: ask for it in writing, warrant its absence, and price the warranty.
The register does, however, protect you on what it does contain. Article 5(3) provides that third parties who, in legal transactions, rely on the data and documentation registered in CRPS cannot suffer harmful consequences arising from incorrectly registered data. That is a real reliance protection, and it draws the line precisely: the register stands behind what is in it, and the statute deliberately keeps the members' agreement out of it.
What cannot be fixed after completion
Article 9(3) is short and has real deal consequences: the founding act (osnivački akt) of a limited liability company and of a joint stock company cannot be amended after the registration of incorporation of those companies. Article 9(4) leaves the statute (statut) amendable by decision of the general meeting or other organs.
So if the target's constitutional document contains something you do not want, "we will change it post-closing" is not automatically available. The split between what lives in the founding act and what lives in the statute becomes a due diligence question rather than a formality.
Article 12 adds a tail risk worth checking: a court may annul the incorporation of a company on listed grounds, including where the founding act or statute lacks the form prescribed by the Act. An entity whose formation was defective is not a safe vehicle to buy.
Liabilities that attach to people, not just to the balance sheet
Three provisions decide whether a company's past reaches its members — and, by extension, whether your seller has exposure it has not disclosed, or whether an entity in the target's group was wound up in a way that leaves live claims.
Article 618 deals with liquidation generally. Partners and general partners are unlimitedly jointly liable for the obligations of a company in liquidation and after its deletion from CRPS (618(1)). Limited partners, members of a limited liability company and shareholders are jointly liable up to the amount received from the liquidation surplus (618(2)). Claims under both paragraphs are time-barred three years from the date of deletion from CRPS (618(3)).
🔴 Article 619(8) is the one that surprises people. Where voluntary liquidation was carried out under the shortened procedure — available under 619(1) where all members give certified statements that all obligations to creditors, including employees, have been settled — the members are unlimitedly jointly liable for the company's obligations for three years after deletion from CRPS. That is not capped at what they received. And Article 619(10) provides that after deletion, names are entered in CRPS.
Article 151(2) matters where the target is a joint stock company that started trading before it was licensed: where a permit, licence, approval or consent is required by special law as a condition of carrying out the activity, the founders are unlimitedly jointly liable for all obligations arising in the period until it is obtained — with one carve-out, for obligations under a contract the company concluded after CRPS registration subject to a condition precedent of obtaining that licence. That carve-out is a drafting solution, and its absence in the target's early contracts is a finding.
| Route by which the company ended | Who is liable afterwards | Cap | For how long |
|---|---|---|---|
| Ordinary liquidation, partners and general partners | Unlimited joint liability, Art. 618(1) | None | 3 years from deletion, Art. 618(3) |
| Ordinary liquidation, limited partners, d.o.o. members, shareholders | Joint liability, Art. 618(2) | Amount received from the liquidation surplus | 3 years from deletion, Art. 618(3) |
| Shortened voluntary liquidation | Unlimited joint liability, Art. 619(8) | None | 3 years after deletion |
| Joint stock company trading before licence | Founders, unlimited joint liability, Art. 151(2) | None stated | Obligations arising until the licence is obtained |
Two liquidation triggers to test before you sign
Article 622(1): forced liquidation is carried out over a company that fails to submit annual financial statements to the tax authority for two consecutive business years within the deadline prescribed by the accounting law. The tax authority notifies the registry, which acts on it. A target with a gap in its filing history is not merely untidy; it is inside the statutory trigger.
Article 620 lists the grounds for judicial liquidation, on the application of an interested person or ex officio — including failure to change the company name within 30 days of a final judgment ordering it, a partnership left with a single partner for three months without a new member, a change of legal form or the commencement of liquidation, and a company subjected to a prohibition on carrying out its activity.
| Diligence item | What to test | Provision |
|---|---|---|
| Members' agreement | Ask for it and warrant its absence; no register will show it | Art. 11(2), 11(4) |
| Founding act contents | Cannot be amended after incorporation is registered | Art. 9(3) |
| Formation validity | Court may annul incorporation on listed grounds | Art. 12 |
| Filing history | Two consecutive years of missing accounts triggers forced liquidation | Art. 622(1) |
| Group entities wound up | Shortened liquidation leaves members liable, uncapped, for three years | Art. 619(8) |
| Licensed activity start date | Founders liable for the pre-licence period unless contracts were conditional | Art. 151(2) |
| Registered seat versus real management | Seat is the registered one, but jurisdiction may follow the real one | Art. 18(3) |
Where the company can be sued is not only where it is registered
Article 18(1) defines the seat as the place in Montenegro from which the company is managed, or where it permanently carries out its predominant activity, as fixed in the founding act and statute and registered in CRPS. Article 18(2): a company may have only one seat.
Article 18(3) resolves the mismatch in a way worth reading closely. Where the management, or the place of permanent predominant activity, is somewhere other than the registered seat, the registered seat is treated as the seat — but the jurisdiction of the court in proceedings brought by third parties against the company may be determined by reference to the place where the management is, or where the company permanently carries out its predominant activity.
For a buyer that means the litigation map is not the CRPS extract. A target registered in one municipality and run from another can be sued in the second.
The structure you were probably planning is not available yet
This is the point at which cross-border acquisition plans often need rewriting.
Article 633 defers the application of a specified group of provisions until the day Montenegro accedes to the European Union — including Articles 460 to 478, 486 to 505, 513 to 529 and 548 to 602, alongside Article 192(10), Article 198(4) and Article 309(2)(4). Those blocks are where cross-border conversion, merger and division and the European Company sit.
So a plan that acquires a Montenegrin target and then merges it cross-border into an EU holding company, or converts it into a Societas Europaea, is relying on provisions that are in the statute but not yet in application. The acquisition can proceed; the post-closing reorganisation has to be designed around domestic instruments and share transfers instead.
What this page assumes you have already done
This is the "what am I buying" analysis. The "where do I look" analysis — which registers exist, which one moved, how the pledge register is indexed and what beneficial ownership disclosure actually requires — is set out in our investor due diligence guide. Formation mechanics under the same new Act are covered in our company formation guide. If the target's value is in real estate rather than in the company itself, the property-side checklist is in our property due diligence guide.
Read in the unofficial consolidated text of the Companies Act covering 090/25 and 121/25 and checked on 26 August 2026. Note that consolidated copies of this Act circulate with transitional deadlines that were subsequently extended by a later amending act, so any date-based compliance question should be confirmed against the gazette rather than a consolidation.
Before you sign the share purchase agreement
Four questions, none of which a register answers. Has the seller produced or denied in writing the members' agreement that Article 11(4) keeps out of CRPS? Does anything you intend to change sit in the founding act, which Article 9(3) freezes after incorporation? Is there a gap in the target's financial statements that puts it inside Article 622(1)? And is your post-closing plan relying on a cross-border merger or conversion that Article 633 has deferred until EU accession?
Send us the CRPS extract, the constitutional documents and the seller's disclosure letter, and we will tell you what the new Act makes you inherit and which warranties are doing real work. This work sits in our M&A practice, alongside company formation.
