Position dated 5 September 2026. Status: In force. Instrument: Zakon o izmjenama i dopunama Zakona o porezu na dobit pravnih lica, Official Gazette of Montenegro 104/2026, published 17 July 2026, in force on the day of publication, applying from 1 January 2027. Base statute: Gazette RCG 65/01 and 80/04, CG 40/08 through 88/24.
If you hold a Montenegrin company inside a wider structure, the questions you were able to answer with "the statute is silent" have just acquired answers. Article 15 of this amending law inserts a whole new chapter after Article 38c — ten articles headed Pravila protiv premještanja dobiti, rules against profit shifting — and it reads like the anti-avoidance directive it is modelled on. Nothing about it applied on the day it entered into force, and that gap is the single most useful thing to understand about it.
In force and applying are different dates
The final article says the law "enters into force on the day of publication in the Official Gazette of Montenegro, and shall apply from 1 January 2027". Publication was 17 July 2026, so the statute has been law since that day. Its substantive rules bite on the first day of 2027.
That leaves a defined window. A structure reviewed in the autumn of 2026 is reviewed against rules that are already written and already certain — which is a better position than the usual scramble after a change lands.
What the new chapter contains
| Article | Rule |
|---|---|
| 38d | Interest limitation |
| 38e, 38f | Controlled foreign company rule and computation of its profit |
| 38g | Exit taxation |
| 38h, 38i, 38j | Hybrid mismatches |
| 38k | Reverse hybrid mismatches |
| 38m | Advance pricing agreement |
Interest limitation (38d). Exceeding borrowing costs are deductible only up to 30 per cent of EBITDA, or up to 3,000,000 euros where that is the higher figure. The statute then says the three million is "the total amount realised by the group", so it is not a per-company allowance. The definition of borrowing costs in paragraph 4 is deliberately wide: interest on every form of debt, economically similar costs, accrued interest on convertible and zero-coupon bonds, alternative arrangements such as Islamic finance, the finance element of a lease payment, capitalised interest and its amortisation, amounts measured by reference to transfer pricing rules, notional interest in derivatives, foreign-exchange differences on borrowing, and guarantee fees.
Controlled foreign company (38e). Two conditions must be met together. The taxpayer, alone or with related parties, holds directly or indirectly more than 50 per cent of voting rights or of capital, or is entitled to more than 50 per cent of the profit. And the tax actually paid abroad is lower than the difference between the tax the entity would have paid and the tax it actually paid. Where both are satisfied, undistributed profit of the foreign entity is pulled into the Montenegrin base — specifically interest and other financial-asset income, royalties and other intellectual-property income, dividends and gains on shares, financial leasing, and insurance, banking and other financial activities.
Exit taxation (38g). Three triggers are defined: a transfer of assets that costs the state its taxing right while the asset stays with the same taxpayer, a transfer of tax residence, and a transfer of the activity carried on through a permanent establishment. The charge is the difference between the market value of the asset and its value determined for tax purposes.
Advance pricing agreements (38m). This is the one to note if your transfer pricing is genuinely contested. An APA may be concluded between the taxpayer, the Montenegrin tax authority and the authorities of other states where the related parties are resident or operate through a permanent establishment. It fixes methods, comparables, adjustments and key assumptions, for transactions not yet begun as well as ongoing ones, and it is binding on both the taxpayer and the authority for its term. The cost of concluding it falls entirely on the taxpayer.
What we have not read
Three implementing rulebooks have already been published: on the controlled foreign company rules and profit computation, and on the hallmarks of cross-border arrangements, both in Gazette 116/2026 of 5 August 2026 in force on 13 August; and on determining the tax base and deferring taxation on exit, in Gazette 118/2026 of 7 August 2026. We have their citations but not their texts, which are behind the subscription layer, so nothing in this note relies on what they say.
There are also gaps in what we read of the statute itself. The carve-outs that usually accompany these rules — carry-forward of disallowed interest, a substance exception to the CFC test, instalment payment of exit tax over several years — do not appear in the passages we worked through. We are not saying they are absent. We are saying we did not see them, and that the rulebook on exit taxation is named "deferral of taxation", which suggests deferral exists somewhere. Read the consolidated text before you plan around their absence.
Our reading
Two of these rules reach ordinary holding structures rather than only large groups. The interest limitation catches a company financed by shareholder debt, because the three-million allowance is measured at group level and the thirty per cent is measured on EBITDA that a property or holding company may not have. The CFC rule catches a Montenegrin company that sits above a low-taxed subsidiary holding IP or receivables, since royalties and interest are named categories.
The exit charge is the one that changes sequencing. If a restructuring in your plan involves moving assets, residence or a permanent establishment out of Montenegro, doing it in 2026 and doing it in 2027 are different transactions. That is not a reason to rush a bad decision, but it is a reason to date the decision. If you are reviewing a structure, our company formation page sets out how we work through the corporate side of it.
What did not change
The rest of the corporate tax act stands. Rates, the tax period, and the ordinary computation of the base are untouched by this chapter, which sits after Article 38c and adds to the existing transfer pricing provisions in Articles 38b and 38c rather than replacing them. Nothing in the chapter applies to a period before 1 January 2027, and the amendment does not purport to reopen earlier years. The gazette chain of the base statute — from 65/01 through 88/24 — is unchanged apart from these insertions.
How to verify
The promulgation decree and the adopted text are in the Assembly's file for EPA 1059 XXVIII: zakoni.skupstina.me/zakoni/web/app.php/akt/4231. Open the last document, dated 9 July 2026, and go to Article 15 — the new chapter is quoted there in full, article by article. The interest thresholds are in Article 38d paragraph 1, the CFC conditions in Article 38e paragraph 1, and the exit triggers in Article 38g paragraph 1.
The date that matters is in the final article of the amending law, which pairs entry into force on publication with application from 1 January 2027. The gazette record gives publication on 17 July 2026. We follow this file under Legal Updates.