A private seller signs for themselves. A company signs through someone — and that single difference rearranges the file. Who has authority to bind the seller, whether an internal decision was required, which tax the state takes, and whether the company's own owners can attack the sale afterwards are all decided by a different set of rules from the ones that govern a sale between two individuals.
Most of the answers are checkable before you sign, from registers you can reach without the seller's cooperation. The rest — the founding act, the internal decision, the company's liabilities — has to be asked for, and a seller who will not produce those documents has told you something worth hearing.
What follows is the Montenegrin position as the statutes stand in September 2026, built from the consolidated texts rather than from summaries.
The first question is who can sign
The Companies Act names the people who may represent a company. For a limited liability company and a joint stock company, the legal representatives are the executive directors or the members of the management board, and they are registered in the CRPS (Art. 34). Alongside them, anyone the founding act or the statute authorises to represent the company may also do so, and those people are registered too (Art. 35). Separately, a company may grant a prokura — a statutory power to conclude legal transactions in the company's name, which must be given in writing, confirmed by a notary, and registered (Arts. 38 and 39).
The rule that catches buyers out is the default. Joint representation — two or more representatives who must all consent to a transaction — exists only if the founding act or statute provides for it, and it has to be registered as such. Where the authority to represent is not expressly established as joint, each representative acts alone on behalf of the company (Art. 37(4)). So a single signature is usually enough; but if joint representation is registered, a single signature is not, and the register is where you find out. In the other direction, a declaration made to any one of several joint representatives counts as made to the company (Art. 37(3)) — which matters when you serve a notice and the other side says it went to the wrong person.
Practical version: pull the company's own CRPS entry, read who is registered as representative, and read whether representation is registered as joint. Do not accept a printout the seller's side forwards to you. Our note on where the Montenegrin register actually lives, and what it returns, sets out how to do that: Montenegro company search.
The members' decision the law does not require
Buyers — and quite a few foreign advisers — arrive expecting the seller's owners to produce a resolution approving the sale. For a Montenegrin d.o.o., the Companies Act does not require one.
The competences of the assembly of a limited liability company are listed in Art. 407. The list runs to fifteen items: amending the statute, appointing and removing the director, the auditor and the liquidator, voluntary liquidation, adopting the financial statements, distributing profit, increasing or reducing capital, status changes, acquiring own shares, a member's withdrawal, litigation against the director or a member, adopting rules of procedure, and other matters under the Act or the statute. Disposing of the company's assets is not on it. And Art. 426(2) closes the circle: for matters that are not within the assembly's competence, the director's competence is presumed.
The regime everyone is thinking of exists — but it is written for a joint stock company. Under Art. 337(1), where an akcionarsko društvo acquires or disposes of assets whose acquisition, sale or market value at the moment the decision is taken represents 20% or more of the company's net asset value, that is a disposal of high-value assets. Art. 337(2) sweeps in purchase, sale, lease, exchange, pledge and mortgage, credit and loan agreements, guarantees and sureties; Art. 337(3) states expressly that "assets" here include immovable property, movables, money, shares in companies, securities, receivables and industrial property rights. Art. 337(4) and (5) aggregate connected transactions carried out within a year.
That chapter is not imported into the d.o.o. part. The Act's drafters were not shy about cross-application: the limited liability chapter borrows joint stock provisions article by article — Art. 178 on excluding a voting right, Arts. 179 to 181 on the special expert, Art. 257 on holding sessions, Arts. 288 and 289 on challenging assembly decisions, Art. 315 on resignation, Arts. 330 and 332 on remuneration, Arts. 316, 333 and 334 on trading at a loss. Arts. 337 to 339 appear in none of those cross-references, and the phrase "imovina velike vrijednosti" does not occur anywhere in the limited liability chapters.
So the honest answer to "do I need the members' decision?" is: the statute does not require it of a d.o.o.; the company's own founding act or statute may, because members regulate their mutual relations and their relations with the company freely where the Act does not provide otherwise (Art. 359), and because non-exclusive assembly powers can be transferred to the director and the assembly may give the director binding instructions (Art. 407(2) and (5)). You ask for the founding act to find out which world you are in.
When the seller is a joint stock company, the sale can be unwound
If the seller is an a.d. and the property crosses the 20% line, the internal decision is not a formality. Approval must come from the assembly, before or after the event, by a three-quarters majority of the votes of shareholders present with voting rights (Art. 338(2)), on a proposal submitted by the board together with the draft or already-concluded contract (Art. 338(3)).
Where that approval was not given, Art. 339 gives the company itself, and any shareholder holding or representing at least 5% of the share capital, an action to annul the transaction and to claim damages. The time limits are two: six months from the assembly session at which the business report for the year of the disposal was considered, and in any event three years from the disposal (Art. 339(2)).
The provision that protects you is Art. 339(3): the transaction will not be annulled if the counterparty neither knew nor ought to have known that it was concluded without the assembly's approval. That is a real defence, and it is also a reason to keep the file. Board members are jointly liable to the company for damage caused by an unapproved disposal (Art. 339(4)) — which tells you where the pressure will come from if the deal is later regretted.
| Question | Seller is a d.o.o. | Seller is an a.d. |
|---|---|---|
| Where the owner's status is registered | ownership of the share in CRPS (Art. 15(1)) | shares on an account at the CKDD (Art. 15(2)) |
| Statutory approval to sell assets | none in the Companies Act; check the founding act | required at 20% or more of net asset value (Art. 337(1)) |
| Majority for that approval | not applicable | three quarters of present voting shareholders (Art. 338(2)) |
| Who can attack the sale afterwards | no equivalent statutory action | the company, or a holder of at least 5% of capital (Art. 339(1)) |
| Outer time limit for that attack | not applicable | three years from the disposal (Art. 339(2)) |
| The buyer's statutory shield | registered limits on authority do not defeat you (Art. 36(3)) | you neither knew nor ought to have known (Art. 339(3)) |
The limits in the register cut both ways
A representative must act within the authority set by law, the founding act or the statute, and is liable for damage caused by exceeding it (Art. 36(1)). Those limitations are registered in the CRPS (Art. 36(2)).
Then Art. 36(3) does something that surprises people who assume a public register puts them on notice: acts taken by authorised representatives bind the company towards third parties even where the limitations on authority are registered in the CRPS, and even where the acts fall outside the company's stated business purpose. The protection is not unlimited — it stops where the persons concerned took acts that the law itself places outside the scope of their authority, or outside the authority which the law permits to be entrusted to them by the company's acts or decisions — but within that boundary, the registered internal limit is the company's problem, not yours.
This is why the two previous sections are not contradictory. Reading the founding act is still worth doing, because it tells you whether an a.d. threshold is engaged, whether joint representation applies, and whether the person in front of you is exceeding an internal limit that will produce a dispute you would rather watch from outside. But an ordinary internal restriction, properly registered, does not by itself unmake your purchase.
Who owns the company, and since when
Two register facts are worth checking on the seller company itself.
First, membership in a d.o.o. is created by registration, not by the share purchase agreement. The status of a member of a limited liability company is acquired on the day ownership of the share is registered in the CRPS, and ceases on the day the cessation is registered (Art. 15(1) and (3)). For a joint stock company the equivalent moment is the entry of the shares on the holder's account at the Central Clearing Depository (Art. 15(2)). If the seller company changed hands recently, "the new owner" may not yet be one.
Second, the person who actually stands behind the company is a separate register question. Companies and other subjects must file their beneficial owners in the Registar stvarnih vlasnika within eight days of their entry in the CRPS or the tax register, or of any change, and must confirm the accuracy of those data once a year, by 31 March at the latest (Art. 43 of the Prevention of Money Laundering and Terrorist Financing Act). Ordinary legal and natural persons can look, but only through electronic identification, and only at five fields: name and surname, year of birth, citizenship, country of residence, and the type and extent of the ownership stake (Art. 47(4)). We set out that register in full, including the exemptions and the fines, in who is the beneficial owner of your Montenegrin company — this page does not repeat it.
VAT or transfer tax: a switch, not a discount
When the seller is a company, the tax question changes shape. Real estate transfer tax and VAT are alternatives, and the statute says so directly.
Under Art. 6 of the Law on Real Estate Transfer Tax, the acquisition of newly built structures and building land on which value added tax is payable is not a transfer of immovable property for the purposes of that law at all. The words "and building land" are new: they were inserted by the amendment published as Sl. list CG 33/2026 on 10 March 2026, which applies from 1 April 2026. Before that date the exclusion covered newly built structures only.
The practical consequence is that a company selling a new building — or, since April 2026, building land — is frequently on the VAT side of the line rather than the transfer tax side, and the two are not interchangeable in your budget or in your paperwork. Which regime applies is not a matter of preference and cannot be agreed between the parties; it follows from what is being sold and by whom. The figures on both sides, and how they land on a purchase price, are set out separately in property transfer tax and VAT in Montenegro.
Where transfer tax is the applicable regime, four provisions decide your exposure rather than the seller's:
- The buyer is the taxpayer (Art. 7(1)). This is not shared with the seller by operation of law, whatever the contract says between you.
- The liability arises on the day the contract or other transaction transferring the property is concluded (Art. 15(1)); where the subject is a future property, on handover or entry into possession (Art. 15(2)).
- You must calculate the tax in a return filed with the competent tax authority within 15 days of the liability arising, and pay it at the same time as you file (Art. 16(1) and (4)), attaching the contract or other instrument of acquisition (Art. 16(3)).
- If the price stated in the instrument is below market value, or no price is stated, the local tax authority assesses market value itself — from comparable data for the same area and time, or failing that through a licensed appraiser (Art. 10(1) to (3)).
That last point is where a company seller's internal accounting can become your problem. A price that made sense on the seller's books is not a defence to an assessment. The mechanics of a price that does not match what was paid are set out in the declared price versus the price you actually paid.
Buying the company instead of the property
Because the property sits inside a company, someone will eventually suggest buying the company. It is a real structure and it is not a trick, but it is a different transaction with a different risk profile.
Transferring shares in the company does not transfer ownership of the property: the property stays where it is, and the taxable event under Art. 4(2) of the Transfer Tax Act — acquisition of the right of ownership over immovable property in Montenegro — does not occur. The statute's own map of company-side neutrality is nearby: no transfer tax is payable where property is contributed to a company as a founding stake or on a capital increase, or where property is acquired in a merger, acquisition or division carried out under the Companies Act (Art. 13(1) and (2)). Conversely, Art. 4(3) lists contributing property to and withdrawing it from a company among the acquisitions that are taxed — so the wrapper is not a permanently open door.
What you take on instead is everything else the company is: its tax history, its contracts, its employees, its guarantees, its litigation, and any charge registered against the property. The threshold questions and the diligence that follows are set out for the clearest version of this choice in buy the company or buy the hotel, and the statutory routes for restructuring are in merging or splitting a Montenegrin company.
The money has to move through a Montenegrin bank
One rule applies regardless of which side of the tax line you are on, and it bites harder when the seller is a company with accounts abroad.
Where the price of immovable property is €10,000 or more, the payment can only be carried out if at least one of the parties makes the payment from, or into, an account opened at a credit institution in Montenegro (Art. 65a(1) of the Prevention of Money Laundering and Terrorist Financing Act). The provision covers the sale contract, the preliminary contract, and any legal transaction transferring a right in rem — so a deposit paid outside that channel is already outside the rule, not merely early.
And the notary is not neutral about it: a notary is obliged to refuse to draw up and certify a notarial record that would enable the national payment system to be circumvented (Art. 65a(2)). Where payment was made before certification, the notary takes evidence that it was actually carried out, and the parties' own statement cannot be treated as that evidence (Art. 65a(3) and (4)). Separately, cash payment of €10,000 or more is restricted under Art. 65.
What to ask for before you sign
Six documents, in the order they change your position:
- The current CRPS entry for the seller company — pulled by you, not forwarded by them. Representatives, whether representation is registered as joint, any registered limitation, and the company's status.
- The founding act and the statute. This is where a d.o.o. may have created an internal approval requirement that the Act does not impose, and where joint representation is created.
- The internal decision, where one is required — always where the seller is an a.d. above the Art. 337 threshold, and wherever the founding act calls for one.
- The current register extract for the property itself, including any charge, mortgage or annotation. Company-owned property is more likely to carry security for the company's own borrowing.
- Confirmation of the tax regime that applies, in writing, before the price is agreed — because VAT and transfer tax are not alternatives you get to choose between.
- The beneficial owner position, checked against the register rather than against what you were told in the meeting.
The general sequence of a Montenegrin purchase, and the notarial form each step requires, are in which notarial form Montenegro actually requires and buying property in Montenegro without an agent.
Whose side we are on, and how we are paid
The people around a property transaction are mostly paid by the transaction. An agent's commission depends on the sale closing. A developer's sales team works for the developer. A notary's duty runs to the instrument and to its correctness — not to you as against the other party, and in a bilateral transaction the notary is not anyone's exclusive representative.
We take no commission from sellers, developers, agents or intermediaries — not in any form and not on any file. Our only income is the fee you pay us, and it does not increase if you sign. Telling you not to proceed costs us nothing.
In practice that means we pull the register entries ourselves rather than accepting what the seller's side forwards, we read the founding act before we read the sale contract, we put "this should not proceed" in writing when that is the answer, and where a defect can be cured we tell you how long that takes before your money is committed. Where a matter requires representation before a Montenegrin authority or court, that work is carried out by an advocate admitted to the Montenegrin Bar, with whom we work on the file.
One boundary, and it is not negotiable: we are lawyers, not licensed investment advisers. We do not give personal advice on financial instruments and we do not tell you whether an asset will make money. What we protect is your legal position — title, contract, registration, status, and the deadlines that decide all four.
Before you sign anything
If the seller on your file is a company, send us the CRPS extract, the founding act, the draft contract and the property register extract before you sign or transfer anything, and we will tell you who can bind that company, what internal decision the transaction needs, and which tax regime it falls into. Where a deadline is already running, say so when you write.
Statutory provisions are stated as at September 2026 and were read from the consolidated texts: the Companies Act as published in Sl. list CG 90/2025 and 121/2025; the Law on Real Estate Transfer Tax as published in Sl. list CG 36/2013, 3/2023, 28/2023 and 33/2026; the Prevention of Money Laundering and Terrorist Financing Act as published in Sl. list CG 110/2023, 65/2024, 24/2025, 41/2026 and 59/2026. This page is general information on a statutory regime, not advice on a specific transaction.
