On 1 January 2026 Montenegro replaced the statutory basis for forming and holding a company. Two new laws began to apply the same day: the Companies Act (Zakon o privrednim društvima, Official Gazette of Montenegro no. 90/25 of 6 August 2025 and 121/25 of 21 October 2025) and the Act on the Registration of Business and Other Entities (Zakon o registraciji privrednih i drugih subjekata, no. 92/25 and 121/25, adopted 31 July 2025). The Companies Act expressly repealed the 2020 statute, and both laws were amended again by a package published in Official Gazette no. 44/2026 of 27 March 2026.
The headline everyone repeated was that you can now incorporate in Montenegro entirely online, without setting foot in the country. That is what the statute says. It is not yet what the infrastructure does, and the gap between the two is where files go wrong.
The mechanics — sequence, documents, the tax position of a d.o.o. once it exists — are set out in our step-by-step formation guide and the cost, process and tax breakdown, with the entity choice in d.o.o. versus a.d.. This page is about what the 2026 rules changed, and what they did not.
One warning before any article number
Free consolidated texts of Montenegrin statutes lag the Gazette, and here the lag bites. The consolidated Companies Act published by the Central Bank still prints the original transitional rule in Article 630(1): companies registered before the start of application had three months from 1 January 2026 to harmonise and register the changes — until 31 March 2026. The March 2026 amendments extended that to 15 June 2026, which the consolidation does not carry. Anyone quoting the consolidation alone in mid-2026 was quoting a superseded date, so check any article number below, including ours, against the Gazette layer.
What the statute actually permits: Article 10
Article 10 of the Companies Act is where the "no physical presence" headlines came from, and it is narrower than they suggested. Electronic formation without the physical presence of the founder is available for a limited list: a društvo sa ograničenom odgovornošću (the d.o.o., Montenegro's limited liability company), a branch of a domestic company, and a branch of a foreign company. A joint-stock company is not on that formation list. Within that scope, Article 10(2) is unusually clear: every document in the formation procedure, including the founding act and the statute, is signed and filed electronically, with no obligation to produce or deliver any document in paper form.
The notary was not removed. Article 10(3) and (5) move the notary online: the founding act is authenticated through electronic means of communication, using electronic video identification, a qualified electronic signature and a qualified electronic seal, and the notary must verify the founder's identity, confirm the founder's will, and enter the act in the register of authenticated documents. That is a relocation of the notarial act, not its abolition — a distinction some commentary blurred when the March 2026 amendments shifted legality checks on registration toward the registrar.
Two subsections matter more to a foreign investor than anything else in the Act. Article 10(7) allows share capital to be paid into a bank account in an EU member state — you do not need a Montenegrin bank account to incorporate — and Article 10(8) allows proof of that payment to be filed electronically as a qualified electronic document issued by the bank. For anyone who has watched a Montenegrin account opening stall on compliance review, that is the single most useful change in the statute.
Article 10(9), (10) and (13) preserve a discretion to demand physical presence, but only on concrete indications that the founder's identity might be abused or forged, or on doubt about legal capacity or authority to represent. Otherwise the procedure must be capable of running purely electronically.
Where it stops working
Here is the part no brochure covers. The Registration Act's own transitional provision, Article 46(5), states that until electronic registration under Article 19 is established, the registration procedure is conducted in paper form, in the manner prescribed by the Ministry. The statute anticipated that the electronic channel would not be ready on day one and wrote its own fallback.
It was needed. The Notary Chamber of Montenegro publicly warned that, as of 1 January 2026, electronic and digital certifications could not lawfully be performed because of a normative inconsistency between the two Acts, and that no transitional regime had been provided. The March 2026 amendments were the legislative response, and the same Gazette issue carried amendments to the law on authentication of signatures, handwriting and transcripts.
The residual problem is specifically a foreigner's problem. In a public consultation on a further draft registration law that ran from 2 to 22 July 2026, the Ministry of Finance rejected a request to expressly secure acceptance and validation of documents signed with qualified electronic signatures and seals issued abroad, on the stated ground that the portal cannot validate qualifications issued by foreign trust service providers. A request for API access to register data was also rejected.
Read that as an investor. The law says you need not appear in person; the system, as the Ministry itself describes it, does not yet recognise the electronic identity you already hold in Frankfurt, Tallinn or Istanbul. Until it does, a founder abroad reaches the electronic channel through a Montenegrin qualified certificate or not at all — which is why the practical route remains a properly drafted, correctly legalised power of attorney to counsel in Montenegro. Article 20(2) of the Registration Act expressly recognises the founder's authorised person as the party entitled to file.
| Point | What the statute says | What that means in practice, as of August 2026 |
|---|---|---|
| Online formation | d.o.o. and branches may be formed with no physical presence (ZPD Art. 10(1)) | Available in law; scope excludes joint-stock companies |
| Paper | No document need be produced in paper form (ZPD Art. 10(2)) | Subject to the Registration Act's paper fallback, Art. 46(5) |
| Notary | Remote authentication by video ID, qualified signature and seal (ZPD Art. 10(3), (5)) | Notary retained, moved online; disputed in early 2026, addressed in the March package |
| Foreign e-signature | Not addressed in the Acts | Expressly declined in the July 2026 consultation; portal cannot validate foreign providers |
| Share capital | May be paid to a bank in an EU member state (ZPD Art. 10(7)) | No Montenegrin bank account needed to incorporate |
| Minimum capital | d.o.o. EUR 1 (ZPD Art. 361(2)); a.d. EUR 25,000 (Art. 137(2)) | The EUR 1 figure is real and, on its own, tells you nothing about funding the company |
| Registration decision | Three working days from a complete filing (Reg. Act Art. 27(1)) | Decision assigns the registration number and the tax number (PIB) together |
Two drafting traps in the new Act
The founding act is a one-shot document. Article 9(3) provides that the founding act of a d.o.o. or a joint-stock company cannot be amended after the formation is registered. Ongoing change runs through the statute, which the general meeting can amend. Founders used to jurisdictions where the constitutive document is freely restated load commercial terms into the founding act, then find that the one document they wanted to revisit is fixed.
There is now a proper shareholders' agreement. Article 11 recognises an agreement between two or more members of the same company governing their mutual relations. It takes effect solely between the members who signed it, it is not an act of the company, and Article 11(4) provides that it is not registered in CRPS. For a joint venture with local partners, that is the layer where the commercial deal belongs — private, unregistered, and outside the document the registrar publishes.
Related to both: Article 18 defines the seat as a place in Montenegro from which the company is managed or where it permanently carries on its predominant activity, and permits only one seat. Where management actually sits elsewhere, Article 18(3) keeps the registered seat controlling but lets a court take jurisdiction, in proceedings by third parties, at the place of actual management. A registered address of convenience does not relocate your litigation risk.
The compliance clock that has already run
For investors who already hold a Montenegrin company — bought, inherited, or formed years ago through an agency — the urgent question is not formation but the transitional regime, and it has already bitten. Companies registered before 1 January 2026 had to harmonise and register the changes by 15 June 2026, and the sanction sits in the Registration Act rather than the Companies Act. Article 12(1)(2) requires the registrar to assign the status "registered — inactive", ex officio, to a company that has not harmonised its organisation and registered the changes in CRPS. That status is public data under Article 10(2) of the same Act, and Article 12(2) obliges the registrar to publish the list of inactive entities on its website. A bank, a counterparty or a buyer's lawyer sees it.
The cure is fast and worth knowing: under Article 13, once the company harmonises and the change is registered, the registrar must restore active status within three working days. If you are reading a CRPS extract that shows "inactive", that is a repairable administrative flag, not a dissolution — and the Ministry, in the July 2026 consultation, clarified that the status is administrative and informational and does not restrict legal capacity. Our earlier piece on the harmonisation deadline and the AML/KYC duties that ran alongside it covers that overlap.
The terminal route is different. Article 622 of the Companies Act provides for forced liquidation where a company fails to file annual financial statements with the tax authority for two consecutive business years: the tax authority notifies the registrar, the registrar opens the procedure, and the decision is published on the CRPS website for at least 30 days. Under Article 623(1), a company in forced liquidation may no longer conclude new legal transactions. Dormant holding structures are exactly the profile this catches.
The obligations that follow you after day one
Three provisions of the Registration Act do most of the damage in practice, and none of them appear on a formation checklist.
Article 19(7) requires every change in the entity to be filed within seven days. Article 27(7) provides that the registrar registers a late filing anyway, but must then apply to initiate misdemeanour proceedings against the entity that should have filed on time. Article 44 sets the range: EUR 500 to EUR 20,000 for the entity, EUR 150 to EUR 1,500 for the person who filed, and EUR 150 to EUR 6,000 for an entrepreneur. Article 23 makes that filer personally responsible for the authenticity and accuracy of everything submitted — worth reading twice before signing a broad power of attorney.
Article 5(4) and (5) of the Companies Act complete the picture from the other direction: third parties are deemed to know your registered data from the day it is published on the CRPS website, and after 15 days they cannot argue that they could not have known. Stale register data is not administrative untidiness; it is an evidentiary position taken against you.
Two smaller mechanics are worth having: a name can be reserved for 90 days and the reservation is transferable (Registration Act Article 30), and retroactive entry of formation, change or deletion data is prohibited outright (Article 31). You cannot backdate a fix.
What is on the books but does not operate yet
Both Acts contain substantial chapters drafted for an EU member state and switched off until Montenegro becomes one. Companies Act Article 633 defers Articles 460–478, 486–505, 513–529 and 548–602 — the cross-border conversion, merger and division regime and the European company provisions — to the date of accession, and Registration Act Article 47 does the same for Article 29, the European Unique Identifier and the interconnection of business registers.
So the statute contains an EU-grade cross-border toolkit a Montenegrin company cannot presently use. If your plan assumed you could later migrate the entity into an EU member state under the cross-border conversion rules, the mechanism exists on paper but its entry into operation is tied to accession, not to a date you can plan around. That belongs in the assumptions section of your model, not the timeline, and it is the honest answer to the "EU-ready holding" framing sold around Montenegro's candidate status. Whether to hold the asset in a company at all is a separate question, taken up in title in your own name or in a company.
Where counsel actually earns its place
Almost none of the above is visible from a formation quote. The company gets registered either way, within three working days of a complete filing. What separates the files is what the founding act says in the one version that can never be amended, whether the commercial terms sit in the unregistered members' agreement where they belong, whether anyone is watching the seven-day clock afterwards, and whether the harmonisation status on your extract reads active before a bank asks.
If you are forming, holding or buying a Montenegrin company this year, send us the draft founding act and the current CRPS extract before anything is signed or filed. We will tell you which of the 2026 rules bite on your structure and which are still waiting for the plumbing — and if a route does not work yet, we would rather say so than build a timeline around it. Our company formation practice and corporate advisory pages set out how we work, and you can reach us through the contact page.
