A foreign owner of a Montenegrin d.o.o. usually meets the company's annual obligations through an accountant: the financial statements are prepared, the corporate tax return is filed, and nothing on the owner's own desk seems to fall due. The corporate side of the year is quieter and easier to miss, and it has a feature the tax side does not: several of its rules are not in the Companies Act at all. They are in the company's own statute, and whether they are there was decided years earlier by whoever drafted it.
Three things in particular — attending electronically, holding the meeting virtually, and voting in writing without attending — are available only if the statute provides for them. A standard template statute drafted for a locally-run company frequently does not, and the owner discovers this in the week the meeting has to be held.
Article numbers below are from the Zakon o privrednim društvima, published in "Službeni list Crne Gore" br. 90/2025 and 121/2025, read on 5 September 2026. General information about Montenegrin law, not advice on a particular company.
Who the meeting is, and who has to be in it
Article 406(1) is short: the general meeting of a limited liability company consists of all members of the company. There is no separate body to convene and no quorum of outsiders to assemble — in a single-member company, the meeting is the member.
Article 406(2) adds an obligation that is easy to overlook: the director of the company is required to attend the session of the general meeting. Where the owner and the director are the same person, that changes nothing. Where the director is a local appointee and the owner is abroad, it means two people have to be reachable, not one.
What the meeting is for — and what can be moved off it
Article 407(1) lists fifteen matters within the meeting's competence. They include amending or adopting a new statute; appointing and dismissing the director or the members of the board; appointing and dismissing the auditor and the liquidator; deciding on voluntary liquidation or on filing for bankruptcy; adopting the financial statements and the auditor's reports where an audit was carried out; deciding on the distribution of profit and how losses are covered; increasing or reducing share capital; status changes and changes of legal form; acquiring the company's own holdings; deciding on a member's request to withdraw; authorising litigation against the prokurist or the director, and against a member; adopting rules of procedure; and other matters under the Act or the statute.
Article 407(2) then divides that list in a way that matters commercially:
| Competence | Can it be moved to the director? |
|---|---|
| Amending or adopting the statute (point 1) | No — exclusive to the meeting |
| Appointing and dismissing the director or board (point 2) | No — exclusive |
| Appointing and dismissing the liquidator (point 4) | No — exclusive |
| Voluntary liquidation or filing for bankruptcy (point 5) | No — exclusive |
| Status changes and change of legal form (point 9) | No — exclusive |
| Authorising litigation against the prokurist or the director (point 12) | No — exclusive |
| Everything else in Article 407(1) — including adopting financial statements and deciding profit distribution | Yes, by the statute |
Six powers stay with the members whatever the statute says. Every other item on the list — including the two that recur every single year, the adoption of the financial statements and the profit decision — may be transferred to the director by the statute.
That is the structural choice sitting behind the annual calendar. A statute that transfers them produces a company whose yearly corporate cycle can be completed by the director. A statute that does not produces one where the members must act each year, wherever they happen to be.
The traffic also runs the other way. Article 407(3) allows the meeting to decide matters within the director's competence at that organ's request, Article 407(4) allows it to do so anyway unless the statute provides otherwise, and Article 407(5) allows the meeting to give the director binding instructions.
The deadline is not in the chapter you would look in
Article 408(1) provides that members exercise their rights towards the company at regular and extraordinary sessions of the meeting. It then does something that catches out anyone reading only the limited liability chapter: Article 408(2) provides that Article 257 applies mutatis mutandis to the holding of regular and extraordinary sessions.
Article 257 sits in the joint stock company part of the Act, and it carries the timing:
- Article 257(2): the regular session is held once a year, at the latest within six months of the end of the business year. For a company on the calendar year, that is 30 June.
- Article 257(4): an extraordinary session is held as needed, and where the Act or the statute requires one.
Article 257(3) is the provision worth reading twice. Failure to hold the regular session does not affect the legal validity of the company's transactions, acts and decisions.
That sentence should be read for what it says and not for more. The obligation to hold the meeting remains, and the decisions the meeting is supposed to take — adopting the financial statements, deciding the profit — do not take themselves. What Article 257(3) removes is the fear that a year without a meeting retroactively unsettles the contracts the company signed in it. It answers a question about third parties, not a question about whether the company is in order.
The three clauses that decide whether you can do it from abroad
Article 408 carries three further cross-references, and they are where the practical answer for a non-resident owner lives. Article 408(3) applies Articles 263 and 264 to the place and the language of the session. Article 408(4) applies Articles 275 and 276 to electronic participation and to virtual sessions. Article 408(5) applies Articles 266 and 278 to identifying the members, opening the session and electing its chair.
Article 275(1) permits participation using electronic forms of communication where the statute provides for it. Article 275(2) defines what that participation means: real-time transmission of the session; two-way electronic communication allowing members to address the meeting from another location while it is being held; and/or electronic voting without appointing a proxy who is physically present. Article 275(3) requires the company to protect personal data, and Article 275(4) requires that a person who votes electronically be sent an electronic confirmation of receipt on the same day.
Article 276(1) goes further: a virtual session — held without the physical presence of members or their proxies at the place of the session — is possible where the statute provides for it. Article 276(2) then sets five requirements: the entire session must be transmitted with picture and sound; members exercise voting rights electronically, in person or by proxy; members have the right to submit proposals by video communication during the session; the right to put questions using electronic communication; and the right to speak using video communication. Article 276(3) carries across the data protection and same-day confirmation rules.
Article 418(2) adds the third: members may vote in writing without attending the session, again only where the statute provides for it. Article 418(1) records that voting at the meeting is open, not secret, and Article 418(3) applies Article 283 to written voting at the session.
The pattern is consistent, and it is the practical heart of the annual obligation. The Act permits each of these; none of them is a default. A company whose statute is silent has an annual meeting that must be held with people physically present, and a member abroad who wants to participate is left with a proxy.
The majority, and the shortcut that removes the formalities
Article 417(1) provides that the meeting decides by a majority of the votes of the members present who are entitled to vote on the question, unless the Act or the statute requires a larger number for particular matters. Article 417(2) confirms that in establishing that majority, votes cast in writing or electronically are counted — which is what makes the Article 275 and 418 mechanisms operative rather than decorative.
Article 420 then provides the shortcut that most small companies actually use.
Where all members are present, in person or by proxy, the meeting may adopt a decision without observing the provisions of the Act on convening and holding the session, provided no member objects to the decision being adopted in that way.
Two limits are built into that sentence. It requires presence — in person or by proxy — rather than a circulated written resolution; and it requires that no member objects, which makes it unavailable the moment there is a disagreement among members. In a wholly-owned subsidiary or a company held by aligned partners, Article 420 is the provision that turns the annual meeting into a short, documented act. In a company with a dissenting minority, it disappears exactly when it would be most convenient.
Convening it, and who can force one
Article 409(1) places the power to convene with the director or the board of directors, and Article 409(2) with the liquidator where the company is in liquidation.
Article 409(3) gives every member the right to request the director to convene a session. There is no percentage threshold — which is a real difference from the joint stock company regime, where Article 258(4) requires shares representing at least 5% of share capital and 5% of voting rights in the class before a shareholder can make the same demand.
Article 409(4) requires that request to be in writing and to contain a proposed agenda, the proposed decisions with reasons, and the requester's details and percentage holding. Article 409(5) requires the director to convene the session within ten days of receiving the request, at the company's cost — and Article 409(6) provides that if the director does not, the member who made the request may convene it themselves.
For a minority member in a Montenegrin d.o.o., that sequence is the whole of the self-help available, and it runs on a ten-day clock.
If it is done wrongly
Article 421 applies Articles 288, 289 and 290 to challenging decisions of a limited liability company's meeting.
Article 288(1) allows any member who was entitled to participate in the session at which the decision was taken, and any member of the board, to sue the company to set the decision aside where the decision is contrary to the Act or the statute, or where the session was not convened or held in accordance with the Act and the statute.
The deadlines in Article 288(2) are short: 30 days from the day the claimant learned of the decision, and at the latest three months from the day it was adopted. Where the Act requires the decision to be registered in the CRPS, Article 288(4) runs the 30 days from the date of registration. Article 288(3) makes the proceedings urgent.
Article 288(5) is the practical point for anyone relying on a decision: filing the claim does not prevent the decision being executed, or being registered, or a change being registered on the basis of it. Article 288(6) allows the court, on the claimant's application, to order an interim measure prohibiting execution.
Article 422 completes the annual picture on the officer side: the meeting appoints the director, every member has the right to propose a candidate, the director may be appointed by the statute on formation, and the director is registered in the CRPS.
What to check in your own statute
The Act's annual requirement is one sentence long, and the answer to whether it is administrable from abroad is not in the Act.
Three questions can be answered by reading the company's statute rather than the statute book. Does it provide for participation by electronic communication under Article 275? Does it provide for a virtual session under Article 276? Does it provide for voting in writing without attendance under Article 418(2)? Where all three are absent, the company's annual meeting is a physical event, and the only route for an absent member is a proxy.
A fourth question decides how much has to happen at all: which of the Article 407(1) competences the statute has transferred to the director, remembering that points 1, 2, 4, 5, 9 and 12 cannot be moved.
Amending a statute is itself an exclusive competence of the meeting under Article 407(1) point 1 — so the amendment that makes future meetings holdable from abroad has to be passed at a meeting held under the current rules.
If you own or direct a Montenegrin company and have not read its statute against these articles, our company formation work covers the statute and the annual cycle, and corporate law covers the meeting itself and disputes about its decisions.
