Most guides to closing a Montenegrin company describe one route — the shortened voluntary procedure — and describe it as simple and cheap. It often is. But that description skips the question that decides whether the route is available at all, and it says nothing about the two routes that happen to a company rather than being chosen by it.
The Companies Act in force since 1 January 2026 sets out four. Two are chosen, one is imposed by a court, and one is triggered automatically by nothing more than failing to file accounts. All four end in deletion from the CRPS, and none of them ends the owners' exposure on the day of deletion. If the plan is to sell the business rather than close it, the routes and their liability tails are different again, and set out in our note on asset deals and share deals.
First, the gate almost every summary omits
Član 603 stav 1 defines liquidation as the procedure leading to deletion from the CRPS, and states the condition: it is carried out if the value of the company's assets is greater than the value of its liabilities in the balance sheet on the day the liquidation decision is taken, and if a statutory ground exists.
That is a solvency test, and it is the answer to the most common question asked about closing a company. If liabilities exceed assets, liquidation is not the right procedure — bankruptcy is. The frequently repeated line that the only condition is having no tax debt is incomplete: no tax debt is a condition of deletion in the shortened route, but solvency is the condition of liquidation itself.
The Act also polices this during the procedure. Under član 603 stav 3, if it emerges at any point that the liquidation estate is insufficient to settle all obligations, the liquidator must file for bankruptcy within 30 days of learning of it. Stav 4 then bars the liquidator from paying creditors at all, apart from claims arising from the company's current operations up to the opening of bankruptcy. A liquidator who keeps paying selected creditors out of an insolvent estate is acting outside the Act.
One more point that surprises people who expect liquidation to act as a shield: under član 605 stav 5, commencing liquidation does not prevent enforcement being ordered and carried out against the company, or other proceedings being conducted against or for it. The company also keeps its legal personality throughout (stav 1), and members keep their rights (stav 2).
The four routes at a glance
| Route | Who starts it | Trigger | Ends in | Articles |
|---|---|---|---|---|
| Voluntary liquidation | The company | Its own decision, if solvent | Deletion after creditors are paid and the surplus distributed | Članovi 606–618 |
| Shortened voluntary | The company | All members certify that every obligation, including to employees, is settled | Deletion after a 30-day publication period, if no tax debt and no blocked account | Član 619 |
| Judicial liquidation | Interested person or ex officio | One of nine statutory failures | Deletion under bankruptcy-law procedure | Članovi 620–621 |
| Compulsory liquidation | The CRPS, on the tax authority's notification | Two consecutive years without filing annual financial statements | Deletion, with assets passing to members | Članovi 622–625 |
Route 1 — Voluntary liquidation
The decision is taken by the company's own body (član 606) and filed with the CRPS for registration (član 607). The company appoints a liquidator in that decision (član 608), who then has the rights and obligations of a legal representative (član 609).
The creditor timetable is the part worth diarising:
- the decision must contain an invitation to creditors to file their claims within 30 days of the decision being published on the CRPS website, and the address for filing (član 612 stav 1);
- the liquidator must additionally send known creditors a written notice within 15 days of the start of the procedure, containing the same information (stav 2);
- claims filed after the 30-day window are still paid, from the company's remaining assets, until the procedure ends (stav 3);
- claims arising after the procedure started are not filed at all and must simply be paid before it ends (stav 4).
Alongside that, the liquidator prepares an initial liquidation balance sheet within 30 days of the start and submits it for adoption, which must happen within a further 30 days (član 610 st. 1 and 2), and an initial liquidation report within 90 days (stav 4) listing filed, recognised and disputed claims, whether the assets suffice, the steps required, and the expected completion time.
After all creditors are paid, the liquidator draws up the closing balance and final reports (član 615). Whatever remains — the liquidation surplus — is distributed under član 616: in accordance with the distribution decision, and failing any different provision in the founding act, statute or a unanimous decision, in proportion to members' shares, with preference shareholders taking priority ahead of ordinary shareholders. Under stav 3, if members are in dispute about the surplus, the liquidator postpones distribution until the dispute is finally resolved.
Route 2 — The shortened procedure, and its real conditions
This is the route most foreign owners are told to use, and član 619 sets out what it actually requires.
Under stav 1, after the decision to commence voluntary liquidation, all members must give certified declarations that all the company's obligations towards creditors — including obligations towards employees — have been settled, and that they consent to the shortened procedure. That is not a formality. It is a certified statement by each owner that nothing is outstanding.
The decision is then sent to the CRPS for publication and must stay published on the CRPS website for 30 days (st. 2 and 3). During that window, creditors and other persons with a legal interest may commence court proceedings to annul the decision, and must notify the CRPS within the same period (stav 4). Under stav 5, the court will annul the decision if it finds that members or creditors were harmed by it — and will appoint a liquidator to carry out a full voluntary liquidation instead. The court sends its decision to the CRPS within eight days of it becoming final (stav 6).
Stav 7 sets out what the registrar checks before deleting the company: that it has no tax debt, that it is not on the list of blocked business entities published by the Central Bank of Montenegro, and that the annulment route in stav 4 does not stand in the way.
So the shortened route is fast precisely because it front-loads the risk onto the owners. They certify solvency personally; creditors get a 30-day window to object; and the registrar independently verifies tax and account-blocking status.
Route 3 — Judicial liquidation
Član 620 lists the situations in which judicial liquidation is carried out, at the request of an interested person or ex officio. They are failures rather than choices:
- the company does not change its name within 30 days of a final judgment ordering it to;
- a partnership is left with one partner and, within three months, no replacement joins, the form is not changed and no liquidation is started;
- a limited partnership loses its general or limited partners with the same three-month consequence;
- a measure prohibiting the company's activity is imposed and no liquidation is started within 30 days of it becoming final;
- a licence, permit or approval for the registered activity is withdrawn and, within 30 days, the company neither registers the deletion or change of that activity nor starts liquidation;
- the purchaser of a bankruptcy debtor as a legal entity does not pay up the shortfall to the minimum share capital within six months of the bankruptcy being discontinued;
- the company's formation is annulled by a final judgment;
- the company is left without a legal representative and does not register a new one within three months of the previous one being deleted from the CRPS;
- other cases provided by law.
Item 8 deserves emphasis for foreign-owned companies. A director who resigns and is not replaced does not merely leave a vacancy; after three months it becomes a ground for judicial liquidation. The registration mechanics of that cessation are covered in our note on director duties and personal liability.
Under član 621, the bankruptcy legislation applies to judicial liquidation by analogy, except its provisions on reorganisation, the creditors' committee, secured creditors and the avoidance of the debtor's legal actions.
Route 4 — Compulsory liquidation, the one nobody chooses
This is the route that catches dormant companies, and its trigger has nothing to do with debts, activity or intention.
Under član 622 stav 1, compulsory liquidation is carried out over a company that fails to submit its annual financial statements to the tax administration for two consecutive business years within the deadline set by the accounting legislation. The tax authority notifies the CRPS (stav 2), and on receiving that notification the CRPS decides to open compulsory liquidation (stav 3). The decision is served on the company at its registered postal address, or its seat if it has none, and published on the CRPS website for at least 30 days (stav 4).
Član 623 describes what the company becomes during that period. Its organs continue to function, but the company may not conclude new legal transactions — it may only perform those already concluded, settle matured obligations, and make payments for current obligations and obligations towards employees (stav 1). It may not pay a dividend, and its assets may not be distributed to members before deletion (stav 2). All court and administrative proceedings involving the company are stayed (stav 3), with two exceptions in stav 4: if preliminary bankruptcy proceedings open, the compulsory liquidation is interrupted and resumes if the bankruptcy petition is later rejected or withdrawn; if bankruptcy proceedings actually open, the compulsory liquidation is discontinued. From publication, the company cannot register any change of data in the CRPS (stav 6) — which means it cannot appoint a new director, change its address or fix anything on the register while the clock runs.
Član 624 sets the ending: after 30 days from service of the decision or 30 days from its publication, whichever is later, the registrar issues the deletion decision within 15 days and deletes the company.
What survives deletion: the three-year tail
Deletion from the CRPS is not the end of exposure, and this is the part that matters most to owners who assume closure draws a line.
After voluntary liquidation, član 618 provides that partners and general partners remain unlimitedly and jointly liable for the company's obligations, both during liquidation and after deletion from the CRPS (stav 1). Limited partners, DOO members and shareholders are jointly liable after deletion too, but only up to the amount they received from the liquidation surplus (stav 2). Claims under both paragraphs are time-barred three years from the day of deletion (stav 3).
After compulsory liquidation, član 625 produces a similar shape by a different route. The property of the company that ceased to exist becomes the members' property, in proportion to their capital shares — or in equal parts between partners in a partnership without capital (stav 1). Having received it, members are liable for the company's obligations limited to the value of the property received (stav 2), and creditors' claims against them are time-barred three years from deletion (stav 3).
The symmetry is worth stating in one line: on both routes you are liable for what you took out, for three years after the company disappears. Closing the company does not extinguish creditors' claims; it converts them into claims against the people who received the assets.
The liquidator has their own exposure. Under član 617 they are liable for damage caused to members and creditors in performing their duties, with a three-year limitation period from deletion (stav 2) — but stav 3 excludes liability for damage arising from a professional decision taken with the care of a good businessperson.
Finally, član 626 requires the CRPS to make information about the commencement and conclusion of any liquidation, and about deletion, available without delay and free of charge through the system of interconnection of registers — and, where a branch of a foreign company is registered in Montenegro, to publish the fact that the parent has ceased to exist in liquidation.
What "just walking away" actually triggers
Abandoning a Montenegrin company is not a neutral act, and the Act converts it into a sequence with dates. Stop filing accounts, and after two consecutive years član 622 starts compulsory liquidation without anyone deciding anything. From the day that decision is published, the company can no longer register changes, so the option of appointing a new director or regularising the position closes. Thirty days later the registrar deletes it. The assets pass to the members under član 625, and with them a liability for the company's obligations up to the value of what passed, for three years. Meanwhile any director who resigned without a replacement has separately exposed the company to judicial liquidation under član 620 point 8.
The practical and tax dimensions of a company that has already gone quiet — accumulated obligations, filings, and the choice between regularising and closing — are covered in our dormant company and closure guide. This note is the statutory map that sits underneath it.
If you are deciding how to close a Montenegrin company, or a company you own has entered compulsory liquidation, our corporate law practice can identify which route is actually available on the balance sheet and what the tail looks like afterwards; where the position is insolvent rather than solvent, the question moves to our enforcement and insolvency practice.
Article numbers are from the Zakon o privrednim društvima, unofficial consolidated text covering Sl. list CG 090/25 of 6 August 2025 and 121/25 of 21 October 2025, checked against that text on 28 August 2026. A further amending Act was published in Sl. list CG 44/2026 on 27 March 2026 and entered into force the same day; its published subject matter is electronic incorporation and registration, and no consolidated text incorporating it was obtainable at the date of this check. Bankruptcy is governed by separate legislation, which this note does not set out. Confirm the current text before relying on a specific article.
