Every Montenegrin company has a filing obligation that most foreign owners hear about once, at incorporation, and then never think about again. It has an eight-day clock at the start, an annual confirmation deadline in March that nobody diarises, a public-facing side that shows five fields about a named individual to anyone with an electronic ID, and a fine schedule that runs to €20,000 for the company.
This note sets out who counts as a beneficial owner under Montenegrin law, what has to be filed, who can look at it, and what happens if it is not done. Article numbers are from the Zakon o sprečavanju pranja novca i finansiranja terorizma.
Who is a beneficial owner
Član 41 stav 1 starts broadly: the beneficial owner is the natural person who owns or exercises actual control over a legal person, company, trust, other person or equivalent foreign-law entity — or the natural person in whose name or for whose account a transaction is carried out or a business relationship is established.
Stav 2 then gives three alternative tests for a company. A natural person is the beneficial owner where they:
- directly or indirectly hold at least 25% of the shares, voting rights or other rights in the entity — including the right to a share in profit, in other internal resources, or in the liquidation balance; or
- directly or indirectly have decisive influence on the business and on decision-making through an ownership share; or
- control the entity by other means.
Four refinements make the test harder to escape than the headline 25% suggests.
Stav 3 — look through corporate shareholders. Where the holder of at least 25% is itself a legal person or company, determining the beneficial owner requires the specific shareholder structure to be taken into account, including whether some natural person otherwise exercises control over that shareholder.
Stav 4 — partnerships ignore the percentage entirely. A natural person who is jointly and severally liable for the obligations of a partnership or other legal person is a beneficial owner of it regardless of the percentage of shares or voting rights they hold.
Stav 5 — the control test runs in parallel. A beneficial owner identified on the basis of control by other means is determined independently and simultaneously from the two ownership-based tests. It is not a fallback that applies only when the 25% test fails.
Stav 6 — what "control by other means" includes. The Act lists: a majority of voting rights, however divided among natural persons acting jointly; the right to appoint or dismiss the majority of the management (board of directors, supervisory board, management board or similar officers); a veto right or other relevant decision rights connected with ownership of the entity; and the right to decide on the distribution of profit or a change in the entity's assets. Depending on the form of organisation, it may also include decision rights arising from formal or informal agreements with owners or with the company, and from provisions of the statute.
That last limb is worth underlining for a group that has been careful to keep registered shareholdings under 25%. A veto right, a right to appoint the board, or an informal agreement can produce a beneficial owner where the shareholding does not — and it is assessed at the same time as the shareholding, not afterwards.
Who has to file, and how fast
Član 43 stav 1 establishes the Register of Beneficial Owners as an electronic database maintained to secure transparency of ownership structures, and stav 2 puts it in the hands of the tax administration.
Stav 3 sets the duty and the clock. Legal persons, companies, associations, non-governmental organisations, institutions, political parties, religious communities, artistic organisations, chambers, trade unions, employers' associations, foundations and other business entities — as well as legal persons that receive, manage or distribute funds for particular purposes, trusts, other persons and equivalent foreign-law entities — must enter data on beneficial owners and on changes of beneficial owner within eight days of their registration in the CRPS or the taxpayer register, and within eight days of a change in the beneficial owner data.
Stav 4 exempts three categories: entrepreneurs; the public sector within the meaning of the payment-deadlines legislation; and legal persons and companies in multi-member joint stock companies whose shares are traded on an organised securities market, which are subject to the disclosure regime of the securities legislation instead.
Stav 5 adds the obligation that generates most of the penalties in practice: the entities must verify and confirm the accuracy of their data in the Register — an annual duty, dated below.
What the register actually holds
Član 44 lists the content, and it is considerably more than a name. For the entity itself: name, address, seat, registration number or other identification number and PIB, the dates of registration and of deletion from the CRPS or taxpayer register, status, organisational form, activity codes, data on the representative, attorney or authorised person, data on natural persons registered as members of the management body, the amount of registered capital, data on members or founders with the percentage of their holding or the number and percentage of their shares, a graphic display of the ownership structure where the entity has a complex one, the postal address, the e-mail address, and bank account numbers.
Član 45 sets out what must be entered and kept updated, and imposes extra requirements on entities with a complex ownership structure: a note that the structure is complex; an electronic document containing a graphic display of the ownership structure; for every legal person, trust or legal arrangement in the structure, an original or certified copy of the document from the CRPS or the corresponding foreign court, business or other public register, not older than three months from issue, in electronic form; and identifying data on any owner that is itself a legal person, arrangement or foreign entity.
The three-month currency rule is the one that catches groups with foreign parents. Extract dates expire, and a filing assembled over several months can fail on the age of a document rather than on its content.
Who can see it — and the five fields
Član 47 divides access into three tiers, and the third is the one owners ask about.
| Who | What they get | Article |
|---|---|---|
| The financial intelligence unit, supervisory bodies and other competent authorities | Direct electronic access to all data in the Register, exchangeable with FIUs and supervisory bodies of EU member states, promptly and free of charge | Član 47 st. 1 tač. 1 and st. 2 |
| Obliged entities | Direct electronic access to the beneficial owner data, for the purpose of client identification | Član 47 st. 3 |
| Other legal and natural persons | Direct electronic access on the basis of electronic identification under the e-identification legislation, limited to five fields: name and surname, year of birth, citizenship, country of residence, and the type and extent of the ownership interest | Član 47 st. 4 |
Two things follow. Public access is not open browsing: it requires an electronic identity, so the person looking is themselves identified. And what they see is deliberately narrow — a year of birth rather than a date, a country of residence rather than an address.
Stav 5 provides a route to close even that. The entity may apply to the tax authority to restrict or block access by those third parties to all or part of the five fields, where such access would expose the beneficial owner to a risk of fraud, kidnapping, blackmail, violence or intimidation, or where the beneficial owner is a child or a person deprived of legal capacity. Under stav 6 the existence of those circumstances is established by decision of the financial intelligence unit; under stav 7 the tax authority then applies the restriction; and under stav 8 an administrative dispute may be brought against that decision.
That is a real remedy rather than a theoretical one, but note where the decision sits: the FIU decides whether the risk exists, not the company.
The deadline nobody diarises, and the fines
Član 137 stav 1 sets a fine of €5,000 to €20,000 for a legal person committing a misdemeanour, and the list includes the Register obligations directly:
- tačka 66 — failing to enter the prescribed data on beneficial owners and on changes of beneficial owner within eight days of registration in the CRPS or the taxpayer register, or within eight days of a change (član 43 stav 3);
- tačka 67 — failing to verify and confirm the accuracy of its data in the Register once a year, and at the latest by 31 March of the current year (član 43 stav 5);
- tačka 68 — failing to supply, at the tax authority's request, documentation from which the ownership structure can be established;
- tačka 65 — failing to keep records of the measures taken to determine the beneficial owner.
The rest of the schedule:
| Who | Fine | Article |
|---|---|---|
| Legal person | €5,000 – €20,000 | Član 137 stav 1 |
| Obliged entities under član 4 stav 2 tač. 1, 2 and 3 | €10,000 – €40,000 | Član 137 stav 2 |
| Responsible person in the legal person; a natural person; a natural person carrying on an activity; a notary | €500 – €2,000 | Član 137 stav 3 |
| Entrepreneur | €500 – €6,000 | Član 137 stav 4 |
A prohibition on carrying on the activity may also be imposed for these misdemeanours.
The 31 March date in tačka 67 deserves its own line in a compliance calendar. It is not triggered by anything happening — no change of ownership, no transaction, no request from an authority. It falls every year, and the company commits the misdemeanour by doing nothing.
How long the data survives the company
Član 46 requires the tax authority to keep, alongside the latest entry, all previous entries from the moment of registration together with every amendment and deletion, by time and type of change; to make the latest data available to obliged entities whenever they need it; to give the FIU and supervisory bodies unrestricted access; and to keep data available for five years after the entity is deleted from the CRPS or the taxpayer register.
Član 129 goes further for retention: the tax authority must keep the Register data for ten years from the day the entity is treated as having ceased to exist.
So the register is a history, not a snapshot. An ownership structure that existed briefly and was then unwound remains visible to the authorities long after the company itself is gone.
Transitional filings
Član 141 addresses entities that were already registered in the CRPS or the taxpayer register before the Act entered into force and had not entered or updated their data: they must do so within 30 days of the entry into force of the implementing act adopted under član 45.
What this note does not cover
Three adjacent obligations have their own treatment and are not repeated here.
The obliged entity regime — who is an obliged entity, the AML officer, the internal acts and the thresholds — is set out for crypto-asset businesses in our note on what registration obliges you to do, and much of that structure applies more widely.
The payment side — how banks and notaries interrogate incoming funds for a property purchase — is in our note on paying for property in Montenegro.
The company law harmonisation obligations that ran alongside the new Companies Act are covered in our note on harmonisation and AML/KYC.
What to actually do
Work out the beneficial owner properly, not arithmetically. Run the 25% test, then run the control test in parallel as član 41 stav 5 requires, and check whether any veto right, board-appointment right or informal agreement produces a different answer.
Diarise two dates. Eight days from any change in beneficial ownership, and 31 March every year for the confirmation under član 43 stav 5.
Keep the structure documents current. For a complex structure, the register documents in član 45 must be no older than three months at filing.
Decide whether the five public fields are a problem before they are published, and if there is a genuine risk under član 47 stav 5, apply — because the decision belongs to the FIU and takes time.
If you own or manage a Montenegrin company and want the beneficial ownership position established and filed correctly, our corporate law practice can work the control tests through the actual structure; where an enforcement or misdemeanour question has already arisen, that sits with our criminal law practice.
Article numbers are from the Zakon o sprečavanju pranja novca i finansiranja terorizma, consolidated text covering "Službeni list Crne Gore" br. 110/23 of 12 December 2023, 065/24 of 5 July 2024 and 024/25 of 12 March 2025, read on 28 August 2026. The consolidation used is dated 2025; the current wording of a specific article should be confirmed before it is relied on. This note is general information about the beneficial ownership regime and not advice on a particular structure or an actual or threatened misdemeanour proceeding.
