By Nazlıcan Hilaloğulları, Attorney-at-Law — RoNa Legal
This year, two separate obligations landed on the desk of everyone doing business in Montenegro at the same time. One got a lot of attention; the other grew quietly. Both come back to the same thing: keeping your company's records accurate, current, and transparent. And let me be honest with you — the clients who treated these as two unrelated problems struggled, while the ones who handled them together stayed calm.
Our approach was clear from the start. We prepared our clients' compliance files in time — both the harmonization with the new Companies Act and the AML/KYC side. On the morning of 15 June, nobody called us in a panic, because the files were already done. Below I'll walk you through what each obligation actually is, who needs to do what, and what you can still do if you missed the deadline.
Montenegro's new Companies Act: what that "company status change" message really means
Let me clear up some confusion first, because I've fielded this question a lot lately. There are messages circulating — on WhatsApp and elsewhere — saying things like "all companies must make a status change, or there's a €20,000 fine." The core of those messages is true, but the figures and the date have been garbled along the way. Here are the facts.
Montenegro's new Companies Act ("Zakon o privrednim društvima", Official Gazette "Sl. list CG" no. 90/2025) entered into force on 13 August 2025 and applies from 1 January 2026. It was enacted to fully harmonize Montenegrin company law with EU company-law directives — in particular Directive (EU) 2017/1132 and the digital-tools Directive (EU) 2019/1151 — and is directly tied to the closing of the Company Law chapter in Montenegro's EU accession process.
The phrase "status change" floating around is not the correct technical term. What's actually meant is harmonization (in Montenegrin, usklađivanje): every company and entrepreneur registered in the CRPS (the Central Registry of Business Entities) before 1 January 2026 must bring its founding act and statute into line with the new law and register the changes. This should not be confused with a "statusna promjena" in the M&A sense (merger/division).
The deadline: not 31 March — it was 15 June 2026, and it has passed
This is the most critical and most misunderstood part. Let's be precise:
- The original deadline was 31 March 2026 (three months from application).
- An amendment adopted in March ("Sl. list CG" no. 44/2026, passed by Parliament on 25 March 2026) extended it to 15 June 2026.
- As of 15 June, the Ministry of Economic Development reported that of roughly 30,000 active companies, more than 23,500 had filed, while about 7,500 companies were still behind.
So this date is now in the past. The Union of Employers (UPCG) had requested a further extension to the end of September, but there is no confirmation that this was enacted into law. What I tell clients is simple: planning on "they'll probably extend it again" means handing your company's standing over to a political guess. We didn't do that.
Why the delays happened
There was a genuine, serious problem with the system. The Tax Administration's new integrated system (IRMS) — which runs the CRPS — did not work properly for months; from the start of the year, new company registrations effectively ground to a halt. The Tax Administration said the blockage was "normative, not technical," but on the ground things were stuck. That's the real reason behind the extension. For our clients, this actually turned into an advantage: because we prepared the files early, we were at the front of the queue when the system opened, not stuck in the last-minute rush.
What happens if you don't harmonize? Consequences that hurt more than the fine
The "€20,000 fine" rumour is exaggerated. Here is the real picture: the penalty chapter of the new law provides for fines of up to €10,000 for the legal entity (Art. 627) and up to €7,500 (Art. 628), plus personal liability for the responsible person — usually the director — of up to €2,000. Saying "the company isn't even active, I have no money" does not remove that liability.
But let me be direct: in practice, the real pain doesn't come from the fine. It comes from three things:
- Administrative blocking. Until harmonization is complete, no changes can be registered at the CRPS. That means you cannot appoint a new director, change your address, increase capital, or transfer shares. The company formally exists but its hands are tied.
- Operational disability. Inability to participate in public tenders or exercise certain rights.
- Forced liquidation (prinudna likvidacija). Companies that fail to file annual financial statements for two consecutive fiscal years can drift toward compulsory liquidation and deletion from the register.
I care most about the first point, because that's where I see clients get hurt most. A share transfer or a change of director tends to arrive at exactly the moment things need to move fast — and if your statute isn't aligned, everything stops right there.
AML/KYC: the second obligation that grew quietly
Now to the part fewer people talk about. Montenegro's Law on the Prevention of Money Laundering and Terrorism Financing ("Zakon o sprječavanju pranja novca i finansiranja terorizma", adopted on 11 December 2023) concerns us directly as a law firm — because the law's definition of an "obliged entity" (obveznik) covers not just banks, but also attorneys, notaries, accountants, auditors, real-estate agents, and company-formation/management service providers.
In practice that means: when we form your company, handle a share transfer, or run a real-estate transaction, it is our legal duty to know our client (KYC) and to identify the ultimate beneficial owner (stvarni vlasnik / UBO). The beneficial owner must always be a natural person — never another company — and the threshold is 25%. Documenting the ownership and control structure, monitoring the relationship, keeping records, and reporting suspicious transactions or transactions exceeding €15,000 to the Financial Intelligence Unit (Uprava za sprječavanje pranja novca) are all part of the job.
Montenegro has not been standing still here. In MONEYVAL's follow-up report published in January 2026, Montenegro was upgraded to "largely compliant" on 12 recommendations. The direction is set: the EU's new AML package (the AML Regulation and the 6th AML Directive — applicable from 10 July 2027; the new EU authority AMLA in Frankfurt) defines the standard, and as an EU candidate country, Montenegro is moving toward it.
Where the two obligations meet
This is what I meant at the top when I said the clients who handled both together stayed calm. Both the CRPS and the Beneficial Owner Register (Registar stvarnih vlasnika) are maintained by the same institution — the Tax Administration. The harmonization process is precisely the moment when you correct and register your ownership structure, your representatives, and your management model. If you don't get that right, a gap opens between your registered ownership and your actual ownership — and that gap surfaces, at the worst possible time, when your bank runs its customer due diligence (CDD).
Three examples from practice (representative)
To keep this from staying abstract, here are three scenarios we see often. The names and details are representative, but the dynamic is exactly real.
1. A foreign-owned software company in Podgorica. An IT company (DOO) wanted to appoint a new technical director and start his work-permit process. But its statute, dating from 2020, had never been updated. The CRPS refused to register the new director until the statute was harmonized. Because the work permit depended on that registration, the whole thing locked up. We had to complete the harmonization file and lift the block first, then make the appointment — and the lost time meant a lost hire. For clients who had prepared early, this problem never arose.
2. A yacht-charter company in Tivat / Porto Montenegro. A DOO in the marine sector had its bank account frozen at the start of the season. The reason was simple: after a share transfer years earlier, the beneficial-owner record had never been updated, and during the bank's CDD review the registered ownership chain didn't match reality. The bank restricted the account until the UBO verification was completed. You can imagine the cost of a yacht operator's account staying closed during peak season. The fix ran through correcting both the registry and the UBO record at the same time.
3. A Gulf investor's real-estate holding company. A DOO set up to hold property, effectively "dormant." The owner hadn't filed financial statements for years, reasoning that "there's no activity anyway." But those consecutive missing statements were pushing the company toward forced liquidation — which would have put ownership of the underlying real-estate asset at risk. Pulling the company back from the liquidation threshold meant filing the missing statements and completing the harmonization, but a day later would have made the picture far messier.
The common lesson across all three: none of them involved bad faith. Every one was the result of the assumption that "my company is just sitting there, so there's no problem." In Montenegro, that assumption no longer holds.
If you missed the deadline: what can still be done
The good news: missing 15 June did not close the door. The CRPS continues to receive and process documents. What you need to do is file the harmonization package without delay. A typical file includes:
- A statement that the company's organization has been harmonized (izjava o usklađivanju),
- A decision to amend the statute (odluka o izmjeni statuta),
- A consolidated/clean text of the statute (prečišćeni statut),
- Proof of payment of the €15 registration fee.
The statute and its annexes are filed electronically, signed with a qualified electronic signature, through the Tax Administration's IRMS portal. For a late filing, the priorities are lifting the administrative block and — where applicable — stopping any movement toward forced liquidation. Here, even a single day matters.
While I'm at it, let me give a clear answer to a question I get constantly: companies formed after 1 January 2026 do not need to harmonize. They were already incorporated under the new law. So if you set up a DOO in 2026, there's nothing to do — this obligation applies only to previously registered companies.
What actually changes when you harmonize (it's not just a formality)
Don't treat harmonization as paperwork; the law introduces real changes to how the company runs internally. When you update your statute, you also need to get the following right: choosing a one-tier (board of directors) or two-tier (management board + supervisory board) management model; the shareholders' assembly (skupština) becoming a mandatory body except in single-member DOOs; abolition of the mandatory company seal; mandatory registration of an e-mail address for service at the CRPS; the regulation of prokura (commercial power of attorney); and the broadened rules on piercing the corporate veil (liability passing to a member).
Conclusion: compliance is not a one-off task — it's a posture
Let me close with this. 2026 is the year the "things will work out somehow" era ended in Montenegro. On both company law and AML/KYC, the country is aligning rapidly with EU standards. That's a good thing — it means a more predictable, safer environment for investors. But that alignment has a price: keeping your records accurate, current, and transparent.
At RoNa Legal, we prepared our clients' files with exactly this logic, in time. The result was simple: nobody panicked on deadline day. If your company has completed its harmonization, congratulations — now it's time to check your UBO record once more. If you haven't, you're not too late, but don't wait.
RoNa Legal advises foreign investors and companies on company formation, harmonization, beneficial ownership (UBO), and AML/KYC matters in Montenegro. To review your company's status together, get in touch: ronalegal.com
This article is for general information only and is not legal advice for any specific company. Legislation and deadlines can change; in particular, verify the current status of the harmonization deadline with the CRPS / official sources before acting. For your specific situation, please contact us.
