Almost everything written in English about directors' duties in Montenegro describes a statute that no longer exists. The Companies Act that introduced the modern duty framework was adopted in 2020, and the commentary written about it in that year still ranks. It was replaced by the Zakon o privrednim društvima published in Sl. list CG 090/25, in force from 1 January 2026 and already amended twice.
This note sets out the current position, with the article numbers, on the questions people actually ask: who owes duties, when a director pays personally, whether a decision that turned out badly is enough, who can bring the claim, and how long exposure survives resignation.
Who owes duties — and why it is not only the director
The Act does not attach duties to a job title. Član 44 stav 1 lists nine categories of person with special obligations towards the company:
| # | Who | Note |
|---|---|---|
| 1 | Partners in a partnership and general partners | |
| 2 | DOO members with significant participation, or a controlling member | Significant = over 20% of voting rights (član 45 stav 4) |
| 3 | Shareholders with significant participation, or a controlling shareholder | Controlling = majority participation, over 50% (član 45 st. 5 and 6) |
| 4 | The director and members of the board of directors, management board and supervisory board | The obvious category |
| 5 | Persons who take actions within the competence of those bodies without having been appointed to the function | The de facto director |
| 6 | Persons in accordance with whose orders and instructions the persons in 4 and 5 act regularly and over a longer period | The shadow director |
| 7 | Other representatives under član 35, and holders of a prokura | |
| 8 | The liquidator | |
| 9 | The company's auditor |
Stav 2 allows the founding act or statute to add further persons.
Categories 5 and 6 are the ones that surprise foreign groups. Montenegro codifies both the de facto director — someone who simply acts as a director without appointment — and the shadow director, the person whose instructions the formal directors habitually follow. A parent company executive who runs a Montenegrin subsidiary by email, without ever appearing in the CRPS, falls inside član 44 stav 1 tačka 6 and owes the same duties as the registered director. Resigning from the register does not remove someone who keeps giving the instructions.
Član 45 defines connected persons for these purposes: relatives in the direct line without limit, collateral relatives to the third degree, spouses and unmarried and same-sex partners, adopters and adoptees, and others living in the same household; and for legal persons, entities linked by significant participation, control, or common control, together with their directors and board members.
The starting point: members are not liable — until they are
Član 16 stav 1 makes the company liable for its obligations with all of its assets. Stav 3 gives the protection people incorporate for: limited partners, DOO members and shareholders are not liable for the company's obligations, unless the Act provides otherwise.
Član 17 is where it provides otherwise. A limited partner, DOO member or shareholder who abuses the limited liability rule is jointly and unlimitedly liable for the company's obligations.
Stav 2 defines the abuse, and the definition is broad. It covers any form of circumvention or disregard of the company's legal personality — by that person or a person connected with them under član 45 — through commingling of assets, reduction of the company's assets, irregularities in management, operating contrary to the company's objectives, disregard of identity, harm to creditors, and other acts — where the result creates a general impression of identifying those persons with the company.
The timing rules matter as much as the test. Under stav 3 a creditor must sue within six months of learning of the abuse, and at the latest within three years of the abuse. Stav 5 adds that where the creditor's claim had not fallen due when they learned of the abuse, the six months runs from maturity instead. Stav 4 confirms that bringing the action does not affect the creditor's other collection routes.
One precision that is often lost in translation: član 17 reaches members and shareholders, not directors as such. A director who is not also a member is exposed through the duty regime below, not through veil-piercing — though a director who is a controlling member is exposed through both at once.
The duty of care, and the standard actually applied
Under član 46 stav 1, the persons in categories 4 to 9 must act conscientiously, with the care of a good businessperson (pažnja dobrog privrednika), in the reasonable belief that they are acting in the best interest of the company as a whole.
Stav 2 makes that objective: it means the degree of care of a reasonably careful person possessing the knowledge, skills and experience necessary to perform the obligations in the company. Stav 3 then raises it individually — where the person does possess specific knowledge, skills or experience, those are taken into account in assessing the care they should have shown. A qualified accountant sitting as a director is measured against what a qualified accountant should have seen.
Stav 4 works the other way and is the practical defence: decisions may be based on information and opinions of persons professionally competent in the relevant field, where the director reasonably believes those persons acted conscientiously. Taking advice, from someone competent, and being able to show it, is what makes the standard survivable.
The business judgment rule is codified
This is the provision most foreign directors assume Montenegro lacks. Član 47 stav 1 deems a person in categories 4 to 9 to have acted with due care in taking a business decision if three conditions are met:
- the matter is not a transaction or action in which that person has a personal interest;
- the decision was taken on the basis of information the person reasonably believes to be adequate in all the circumstances; and
- the person reasonably believed the decision was in the best interest of the company.
Where those conditions are met, stav 2 is categorical: the person is not liable for damage resulting from their business decisions.
So a decision that lost money is not, by itself, a breach. What defeats the protection is a personal interest in the matter, or a decision taken without a reasonable informational basis. That is why the conflict rules below are not a separate compliance topic — they are the gateway to the protection.
Under član 48, the company may sue a person in categories 4 to 9 for damage caused by breach of the duty of care.
Transactions in which there is a personal interest
Član 49 requires a person from član 44 to notify the company of a personal interest — theirs or a connected person's — in a transaction the company is concluding or an action it is taking. Approval is then given under član 50, and for joint stock companies član 52 requires same-day publication of an approved interested transaction, with a detailed description, the connected person's identity, the nature of the relationship, the date and the value, kept freely available to any interested person for five years. Other companies may adopt the same publication duty in their founding act or statute.
If the interest was not disclosed, član 53 stav 1 lets the company sue to annul the transaction and claim damages. Stav 2 extends liability jointly and unlimitedly to the connected person who was the counterparty, and to a third party who knew or must have known of the personal interest at the time.
Član 54 provides the exception that keeps this proportionate: if the court finds the transaction was in the company's interest at the time it was concluded or approved, there is no breach of the disclosure rule.
Conflicts and corporate opportunities
Član 55 stav 1 requires the persons in član 44 to avoid their personal interest coming into conflict with the company's. Stav 2 prohibits using, for their own interest or a connected person's:
- the property of the company;
- information obtained in that capacity which is not publicly available;
- opportunities to conclude transactions that arise for the company and relate to activities the company carries on.
Stav 3 closes the obvious argument: the conflict exists even where the company was not in a position to use that property, information or opportunity itself. "They would never have won that contract anyway" is not a defence.
Under član 56 the company may sue the person and the connected person, claiming damages and the transfer to the company of the benefit obtained as a result of the breach, where it was obtained with intent or gross negligence. Član 57 provides that prior or subsequent approval under član 50 cures the breach — unless it is established that not all facts material to the approval decision were presented.
Business secrets, and the two-year tail
Under član 58 stav 1, the persons in član 44 and the company's employees must keep the company's business secrets during their capacity and for two years after it ends. Stav 2 allows the founding act, statute, a company decision or a contract to extend that period to a maximum of five years.
Stav 3 defines a business secret in trade-secret terms: information not generally known or readily accessible to persons who normally use that kind of information, which has or could have market or economic value, and in respect of which the company applies reasonable protective measures. Stav 5 sets the limit that makes the definition workable — a company act may designate as a business secret only information meeting that test, and may not designate all information relating to the company's business.
Član 59 allows the company to sue for damages and, where the person is a member of the company, for their exclusion from the company.
Član 60 sets out three exceptions: disclosure required by law or by a decision of a competent authority; disclosure necessary to protect the company's interests; and disclosure to competent authorities or the public in order to point to the commission of a punishable act. Stav 2 obliges the company to protect a person who, acting conscientiously and in good faith, reports such information to the authorities.
The non-compete, and who it does not bind
Član 61 stav 1 applies to the persons in član 44 stav 1 tač. 1, 4, 5, 6 and 7 — excluding supervisory board members in two-tier companies and non-executive directors in one-tier companies. Without approval under član 50, those persons may not: hold an equivalent position in another company carrying on the same or a similar activity; be an entrepreneur or a manager for an entrepreneur in the same or a similar activity; be a member or founder of another legal person in the same or a similar activity; or carry out preparatory activities for independently pursuing a competing activity.
Stav 2 allows the founding act or statute to extend the prohibition to other persons without prejudicing their acquired rights, to extend it beyond the end of the capacity for no longer than two years, and to specify work, methods or places that do not breach it. Stav 3 exempts the sole member of a company. Under član 62 the company may claim damages, transfer of the benefit obtained, and exclusion of the person where they are a member.
Who can sue, and within what period
| Action | Who brings it | Deadline |
|---|---|---|
| Breach of duty of care (član 48), undisclosed interested transaction (53), conflict (56), business secret (59), non-compete (62) | The company | One year from learning of the breach; at the latest five years from the breach (član 63) |
| Waiver of the claim | The company, by unanimous decision of the assembly or members | Only after 18 months from the breach (član 64) |
| Direct action for loss caused to the member personally | A member | Six months from learning; at the latest five years from the breach (član 65) |
| Derivative action for loss caused to the company | Any DOO member or shareholder | Only after a written demand that the company sue was refused or not acted on within 60 days (član 66) |
Two features of that table are worth drawing out. Član 66 grants the derivative action regardless of whether the grounds arose before the claimant became a member — a buyer of a share inherits the ability to sue over the seller-era conduct of the management, which belongs in diligence on any share purchase — and is one of the things that does not travel the same way when the deal is structured as an asset purchase instead. And član 64 means a company cannot quietly release its director the day after the event: a waiver is impossible for 18 months, and then only unanimously.
What survives resignation
This is the most common question, and Montenegrin law answers it in pieces rather than with a single rule.
Resignation itself is straightforward. Under član 425 the assembly dismisses the director without needing to state reasons, resignation follows the rules in član 315, and the cessation of the capacity is registered in the CRPS. Član 315 stav 4 requires that cessation to be registered within seven days of the event. Where a joint stock company's sole director resigns, član 315 stav 2 requires them to continue performing business that does not tolerate delay until a new director is appointed, but for no longer than 30 days from registration of the resignation. If a joint stock company is left without any executive director and no new one is registered within 60 days, član 316 lets a shareholder or other interested person ask the court to appoint a temporary representative.
What resignation does not do is close the exposure already created:
- the company's claims under čl. 48, 53, 56, 59 and 62 run for one year from discovery and up to five years from the breach (član 63) — and discovery often happens after the director has gone;
- the business secret duty continues for two years after the capacity ends, or up to five if extended (član 58);
- a non-compete can be extended past the end of the capacity for up to two years where the statute says so (član 61 stav 2);
- a release is unavailable for 18 months and then needs unanimity (član 64);
- and a person who continues to give instructions that the new directors follow re-enters through član 44 stav 1 tačka 6 as a shadow director.
The practical point for a departing director is that the registration and the record matter more than the resignation letter. Registering the cessation within the seven days fixes the date from which no new conduct is attributed, and it is the CRPS entry rather than the internal decision that third parties see — as with any registered change, publication is what binds them, a point we cover in our note on transferring a share in a Montenegrin DOO.
Who cannot be appointed
Član 424 stav 1 requires a DOO director to be a natural person with legal capacity. Stav 2 disqualifies: a person convicted of criminal offences against employment rights, intellectual property, payment operations and business, property, or official duty, for three years from the day the legal consequences of the conviction cease; the company's auditor, or a person engaged in auditing its financial statements, until the period under the special law expires; and a person subject to a security measure prohibiting the pursuit of the activity that is the company's principal activity, while it lasts. Stav 3 allows the statute to add conditions, and stav 4 requires a director who ceases to meet the conditions during their mandate to notify the members without delay.
What this means in practice
For a foreign group running a Montenegrin subsidiary, three things follow. Appointing a local nominee director does not move the exposure if head office keeps directing the decisions — član 44 stav 1 tačka 6 follows the instructions, not the title. The protection of the business judgment rule is real but conditional, and the condition most often failed is the undisclosed personal interest, so the disclosure under član 49 is what preserves the defence in član 47. And the file is the defence: član 46 stav 4 protects a director who relied on competent advice, which is only provable if the advice and the basis for the decision were recorded at the time.
If you are appointing, resigning as, or facing a claim against a director of a Montenegrin company, our corporate law practice can review the exposure under the current Act and the company's own statut, which frequently extends these duties further than the Act requires. Where the company is still being set up, the same choices are made in the founding documents — covered in our company formation guide.
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. Commentary published in 2020 describes the previous Companies Act and no longer states the current article numbers. Confirm the current text before relying on a specific article.
