When a foreign group buys or sells a business in Montenegro through its local company, the timetable is decided by four questions that sit outside the purchase agreement: whether the seller's director may sign alone or its owners must resolve, whether the share transfer needs the other members' pre-emption to be exhausted and the register entry to be made, whether the deal must be cleared by the Agency for Protection of Competition under the law that entered into force in April 2026, and which employees, contracts and taxes travel with the assets. The Companies Act that has applied since 1 January 2026 gives answers that surprise groups used to their home rules: a limited liability company needs no members' resolution by statute to sell its assets, while a joint stock company needs a three-quarters majority above a twenty per cent line; membership in a d.o.o. passes on registration, not on signature; and the counterparty is protected against defects it could not know about. I set out the rules from the statutes, in the order a transaction meets them, and end with the conditions precedent a company should write into the agreement.
Sources, checked 11 September 2026. Companies Act (Official Gazette of Montenegro 90/25, 121/25 and 44/26), Articles 5, 15, 34 to 37, 337 to 339, 374 to 376, 407 and 426; Law on Protection of Competition (46/2026), Articles 16, 61, 63, 67, 69 and 90; Labour Law (74/19 to 145/21), Article 108; Law on Obligations (47/08 to 94/26), Articles 60, 139 and 383; Law on Notaries.
Inside the company: who must approve
For a joint stock company, Articles 337 to 339 of the Companies Act regulate large-value transactions: a transaction whose value reaches twenty per cent of the company's net assets at the time of the decision, including purchases, sales, leases, exchanges, pledges, mortgages, loans and suretyship, and expressly including real estate and shares, with connected transactions within a year counted as one; it needs a three-quarters majority of the shareholders present; the company or a shareholder holding five per cent may seek annulment within six months of learning of the transaction and at the latest three years after it; and there is no annulment where the counterparty did not know and could not have known of the breach. For a limited liability company the position is different and often misstated: the list of matters reserved to the members' assembly in Article 407 does not include the disposal of assets, Article 426(2) presumes the director competent for everything not reserved to the members, and the large-value rules are written for joint stock companies only. A restriction on a d.o.o. director's power to sell therefore comes from the founding act or the statute, if at all, and under Article 36(3) even a registered restriction does not defeat a third party, as set out on the signing authority page. A buyer of assets from a d.o.o. asks for the members' resolution as a matter of comfort and of the director's own protection under Article 36(1), not because the statute requires it; a buyer from an a.d. above the twenty per cent line asks for it because Article 338 requires it and keeps it because Article 339(3) is its defence.
Asset deal: what passes and what does not
Montenegrin law has no rule that transfers a business as a whole by one contract: each asset passes by its own mode, real estate by a contract in notarial form and registration in the cadastre, movables by delivery, receivables by assignment, and contracts only with the counterparty's consent, since Article 139 of the Law on Obligations lets a party assign a contract to a third person only if the other party consents, in the form the law prescribes for the contract assigned, with the assignment taking effect on consent or, where consent was given in advance, on notice. Debts do not pass without the creditor; a buyer of assets does not become liable for the seller's debts by the purchase, which is the asset deal's advantage in Montenegro and the reason a seller's creditors examine it under the rules on avoidance of the debtor's transactions. Employees pass under Article 108 of the Labour Law: where a change of employer or of part of an employer results from a status change or a legal transaction, the successor takes over the employees and must respect all rights and obligations in force on the day of the transfer; the predecessor must inform each employee in writing at least fifteen days before the transfer and inform the successor in writing of the employees' rights; the successor concludes an employment contract with each employee within five days of the transfer, effective from the day of the change; predecessor and successor are jointly and severally liable for employment obligations arising before the transfer; the transfer cannot be a ground for termination; and an employee who objects to the transfer of their contract is entitled to severance under the law. Real estate transfer tax on the buyer, and value added tax where the seller is a taxable person and the supply is not exempt, are decided by the tax laws and fall outside this page.
| Question | Asset deal | Share deal |
|---|---|---|
| Approval inside a joint stock seller or buyer | Three-quarters majority above twenty per cent of net assets, Art. 337 to 339 | Same rule where the shares bought or sold reach the line |
| Approval inside a limited liability company | None by statute; only if the founding act or statute requires it, Art. 407 and 426(2) | Members' pre-emption under Art. 375 unless the statute provides otherwise |
| Form | Each asset by its own mode; notarial form and cadastre for real estate; consent for contracts, Law on Obligations Art. 139 | Transfer agreement; membership passes on registration in the Central Register, Art. 15 |
| Debts | Stay with the seller | Stay with the company |
| Employees | Pass under Labour Law Art. 108, fifteen-day notice, joint liability for past obligations | Unaffected |
| Merger control | Clearance before closing where the Law on Protection of Competition thresholds are met and control passes | Same |
| Counterparty protection | No annulment against a counterparty that did not know, Art. 339(3); acts bind despite registered limits, Art. 36(3) | Annulment for breach of pre-emption within thirty days of learning and six months of registration, Art. 376 |
Share deal: pre-emption, registration and the annulment window
A transfer of a share in a limited liability company runs through Articles 374 to 376 of the Companies Act. Unless the statute provides otherwise, the other members have a pre-emption right, exercised on an offer that must contain the essential elements of the transfer, an address for acceptance and a period, failing which the offer is treated as not made; the acceptance period is thirty days unless the statute sets a period between eight and ninety days, and the statute may regulate the whole procedure differently. Article 376 gives a member whose pre-emption right was breached an action for annulment of the transfer agreement within thirty days of learning of it and at the latest six months after the transfer was registered in the Central Register. Article 15 then fixes the moment that matters most: membership in a d.o.o. is acquired on the day the ownership of the share is registered in the Central Register, and the transferor's membership ends on the same day; a signed and even notarised agreement does not make the buyer a member. Registration is therefore not the end of the buyer's risk but the start of the six-month window, and a buyer conditions payment, or its release from escrow, on registration and on the sellers' evidence that the offer to the other members met Article 375. For a joint stock company the shareholder's status follows the entry in the securities depository, and the large-value rules apply where the shares reach the twenty per cent line. Under Article 5 of the Act, third parties are deemed to know registered and published data from publication and cannot plead ignorance fifteen days after it, and a third party that relied on registered data cannot suffer loss from an incorrect entry. The comparison of the two routes from the buyer's side is on the asset deal and share deal page, and the checks on the selling company itself on the buying from a company page.
Merger control under the 2026 law
The Law on Protection of Competition published on 2 April 2026 entered into force the same day and repealed the 2012 law. Under Article 16 a concentration arises on the merger of independent undertakings, on the acquisition of direct or indirect control over another undertaking or part of it, and on the creation of a full-function joint venture; two or more acquisitions of shares between the same undertakings within two years count as one concentration. Under Article 61 a concentration may be implemented only with the Agency's approval, and the request is mandatory where the combined annual turnover of at least two participants on the Montenegrin market exceeded five million euros in the preceding financial year, or where the combined worldwide turnover of the participants exceeded twenty million euros and at least one participant earned one million euros in Montenegro; intra-group turnover is disregarded, and the Agency may order a filing after the event where the participants' combined share of the relevant market exceeds sixty per cent. Under Article 63 the request is filed after the first of the signing of the agreement, the publication of a public bid or the acquisition of control, and may be filed earlier on a signed letter of intent; the acquirer of control files, and joint venture partners file together. Under Article 67 the participants must suspend implementation until the Agency approves or the statutory periods lapse, with an exception for public bids where voting rights are not exercised, and the Agency may decide urgently on the acquirer's reasoned request; approval obtained on inaccurate data is annulled. Under Article 69 a concentration implemented without approval, or contrary to a conditional approval or a refusal, exposes the participants to orders to divest the shares acquired and to prohibitions on voting, and under Article 90 to a fine of up to ten per cent of worldwide annual turnover. Clearance therefore belongs in the conditions precedent of every deal near the thresholds, and the turnover figures belong in the first data request.
Notaries, escrow and the closing
Real estate in the deal passes by a contract in the form the Law on Notaries prescribes and by registration in the cadastre; the notary also holds deposits, which is the escrow of Montenegrin practice: the price is deposited with the notary against release on registration of the buyer's title or of the buyer's membership, on the terms the parties write into the deposit agreement. Under Article 60 of the Law on Obligations a contract that needs a form for its validity needs the same form for its amendments, so a side letter that changes the price of a notarised sale is not valid in an e-mail. Which signatories bind each side, and which electronic signatures are accepted, are set out on the signing authority page; the position of the directors who sign, and their exposure where they exceed an internal limit, on the directors' duties page.
Conditions precedent
A purchase agreement for a Montenegrin business should condition closing on the joint stock company's shareholders' resolution where Articles 337 to 339 apply, and on the members' resolution of a d.o.o. only where its founding act requires one; on evidence that the pre-emption offer under Article 375 was made and answered or lapsed; on the Agency's approval where Article 61 applies; on the counterparties' consents to the assignment of the contracts the buyer needs under Article 139; on the employees' fifteen-day notice under Article 108; and on the notarial form and cadastre filing for real estate. At closing the buyer of shares files the registration in the Central Register and counts the six months of Article 376 from it; the buyer of assets signs the employment contracts within five days and takes the consents it obtained. Both keep the resolutions, the offers and the approvals, which are what a challenge to the transaction will be decided on. The legal function these pages belong to is described on the outsourced legal department page.
Whose side we are on, and how we are paid
The seller's lawyer drafted the agreement for the seller and left the pre-emption offer out of the conditions. The broker wants the closing this month and has not heard of the April law. The buyer's regional manager paid on signature and is not yet a member. None of them is paid to tell you, before the money moves, that membership passes on registration, that the other members have six months to unwind the deal, or that a concentration above five million euros needs the Agency first.
We take no commission or referral fee from brokers, advisers, notaries or counterparties, in any form, on any file. The fee you pay us is our only income from your matter, and it does not depend on whether the deal closes. Because our position does not move with the outcome, telling a buyer that closing must wait for the Agency, or a seller that its director may sign alone and will answer to the members afterwards, costs us nothing to say.
One boundary, stated plainly. We are lawyers, not licensed investment advisers and not brokers. We do not value the business or advise whether to buy it. What we protect is the Montenegrin legal position: the approvals the Act requires, the form each asset needs, the clearance that makes the deal lawful, the registration that makes the buyer a member, and a file that shows they were obtained in the right order.
Before the next acquisition or disposal
Send us the term sheet or the draft agreement, the founding acts and statutes of the companies involved, the register extracts, the list of contracts and employees and the turnover figures of the parties. We will tell you which approvals, forms, clearances and filings the deal needs under Montenegrin law, in what order, and what belongs in the conditions precedent. Our corporate work in Montenegro is described on the Montenegro lawyer page.
What this page does not settle
Status changes, mergers and divisions under the Companies Act, takeovers of joint stock companies, transfer tax and value added tax on the transaction, avoidance of the seller's transactions by its creditors, sector approvals for banks, insurers, energy and telecommunications, warranties, indemnities and escrow mechanics in detail, and the conduct of litigation are separate subjects. The cross-border merger and division rules of the Companies Act are deferred to European Union accession.
