Most foreign shareholders in a Montenegrin limited liability company assume the worst case on a capital call is dilution. The Companies Act contains a mechanism that is considerably sharper: a member who neither pays nor acts within a month is treated as having handed the share over, and the company is then obliged to auction it.
Article numbers below are from the consolidated Zakon o privrednim društvima, published in "Službeni list CG" br. 90/2025 and 121/2025, read on 5 September 2026. Note that the consolidation used here carries that chain and no later amending act; where a provision is decisive, check whether anything has been published since.
Additional payments are not a capital increase
Article 387(1) allows the statute of a d.o.o. to provide that the members may adopt decisions obliging them, in addition to their contributions, to make additional payments to the company (dodatne uplate).
Four features of that mechanism separate it from an ordinary capital increase, and each has a practical consequence:
- Article 387(2) requires additional payments to be made in proportion to the value of the members' shares.
- Article 387(6) provides that additional payments do not increase the company's share capital. So the money goes in without altering the capital figure, the shareholding percentages or the register.
- Article 387(7) confines them to money only. An in-kind contribution cannot satisfy an additional-payment obligation.
- Article 387(3) allows the statute to cap the obligation at a defined amount determined by reference to the shareholding, and Article 387(5) allows the statute to specify the concrete reasons for which such a decision may be taken — covering losses being the example the Act itself gives.
Article 387(4) allows the statute or the members' decision to set deadlines for repayment.
The voting rule that decides who is bound
Article 387(8) requires the decision to be adopted unanimously, unless the statute provides for another majority.
Article 387(9) then supplies the consequence that makes the alternative worth thinking about carefully: where the statute provides for a different majority, the decision binds only the members who voted in favour of it.
That is an unusual and highly practical rule. A statute that softens unanimity does not thereby give the majority a mechanism for compelling the minority to fund the company; it produces a decision that binds the funders and nobody else. Anyone drafting or reviewing a Montenegrin d.o.o. statute should understand which of those two outcomes they are creating.
What happens if a member does not pay
This is the provision to read before agreeing to an uncapped obligation.
Article 388(1): where the additional-payment obligation is not limited to a defined amount, a member may release themselves from it by placing their share at the company's disposal — for the satisfaction of the obligation — within one month of the date the obligation falls due.
Article 388(2): if the member neither places the share at the company's disposal within that month nor makes the payment, the share is deemed to have been placed at the company's disposal, and the company notifies the member in writing.
Article 388(3): the company is then obliged to sell that share by public auction within one month of the expiry of the first period. Article 388(4) allows a different method of sale with the member's consent.
Article 388(5) returns to the member whatever remains after the costs of sale and the satisfaction of the additional-payment obligation. Article 388(6) deals with a shortfall: where the company's claim cannot be satisfied out of the sale, the share belongs to the company, which may dispose of it for its own account.
Article 388(7) allows the statute to confine that whole regime to cases where the additional payments demanded exceed a specified amount.
The sequence is therefore automatic rather than discretionary. There is no requirement for a court, no enforcement proceeding, and no valuation dispute before the auction. The protection available to a member is structural and has to be secured in the statute: a cap under Article 387(3), which takes the case outside Article 388(1) altogether, or the Article 388(7) threshold.
The Article 388 sequence, in order
| Step | Provision | Timing |
|---|---|---|
| Additional-payment obligation falls due | Art. 387(1)–(2) | Per the statute or the members' decision |
| Member may release themselves by placing the share at the company's disposal | Art. 388(1) | Within one month of the due date — only where the obligation is uncapped |
| If the member neither pays nor does that, the share is deemed placed at the company's disposal | Art. 388(2) | On expiry of that month; company notifies in writing |
| Company must sell by public auction | Art. 388(3) | Within one month of that expiry |
| Different sale method | Art. 388(4) | Only with the member's consent |
| Surplus paid to the member | Art. 388(5) | After costs of sale and satisfaction of the obligation |
| Shortfall: share belongs to the company | Art. 388(6) | The company may then dispose of it for its own account |
Two defences appear in that table by their absence: there is no step at which a court assesses the value, and no step at which the member can compel a different timetable. The protections are drafted into the statute in advance — a cap under Article 387(3), or the threshold the statute may set under Article 388(7) — or they do not exist.
Getting the money back
Article 389(1) requires the company to return additional payments within the period set by the statute or the decision, or, where no period is set, on the members' demand — except where those funds are necessary to cover the company's losses.
Article 389(2) extends that right to people who have ceased to be members, so long as repayment is not contrary to the Act.
Article 389(3) contains the trap for a share purchase agreement: on a transfer of a share, the company must return the additional payments to the transferor, unless the transfer contract provides otherwise. A buyer who does not address the point acquires the share without the repayment claim attached to it.
Article 389(4) applies the creditor-protection rules that govern a capital reduction in a joint-stock company to the repayment, and Article 389(5) gives the entitled person a court action for repayment where the company does not perform.
The company buying its own share
A parallel set of provisions governs the d.o.o.'s acquisition of its own share (sopstveni udio), and they are equally uncovered in most English-language material.
Article 371(1) defines it as a share the company acquires from its own members. Article 371(2) lists six acquisition routes: by a gratuitous transaction; on a member's withdrawal; on a member's exclusion; by purchase or another onerous acquisition of a share or part of one; by way of a status change under the Act; and by compulsory buy-out where the statute conferred that right on the company — the Act gives the example of buy-out on the death of a member or the cessation of membership.
Three constraints then apply:
- Article 371(3): the company may not acquire its own shares so as to be left without members.
- Article 371(4): a decision on an onerous acquisition is taken by the general meeting.
- Article 371(5): the draft acquisition contract must be sent to all members at least 15 days before the decision is taken.
- Article 371(6): the company must register the own share within 15 days of acquisition.
Article 372(1) gives three exits, and only three: transfer to a member for consideration — in which case every member has a pre-emption right pro rata to their shareholding; transfer to a third party for consideration; or cancellation of the share and a capital reduction. Article 372(2) puts that decision to a simple majority of all members unless the statute provides otherwise, Article 372(3) requires the decision to state the payment deadline, and Article 372(4) provides that the consideration may not be lower than the market value of the share acquired.
Article 372(5) supplies the clock: if the company has not disposed of the own share by transfer within three years of acquiring it, it must cancel the share and carry out a capital reduction.
Article 373 applies defined provisions of the joint-stock company regime to a d.o.o.'s own shares by analogy.
Withdrawal, cancellation and the statute that applied when you bought in
Article 386(1) contains a protection foreign investors often assume they do not have. A d.o.o. may withdraw and cancel a member's share only in the cases and in the manner provided by the statute of the company which was in force on the day that member acquired the share.
A statute amended after your acquisition therefore cannot be used to withdraw your share on grounds that did not exist when you bought in. That freezes the risk at the date of entry, and it makes the statute in force on the acquisition date a document worth keeping.
Article 386(3) requires the withdrawal decision to state the basis, the facts showing the statutory conditions are met, the amount and the deadline for paying compensation — which may not exceed two years — and the effect of cancellation on the share capital. Article 386(4) then runs the capital reduction without a separate reduction decision.
Capital increases, decreases and pledges
Article 383(1) lists five routes to a capital increase: new contributions from existing members or an incoming member; conversion of available reserves and/or retained profit; conversion of claims against the company into capital; status changes; and conversion of additional payments into share capital. Article 383(2) puts it to a members' decision and Article 383(3) applies the joint-stock rules by analogy.
Article 384 gives members a pre-emptive subscription right on an increase by new contributions, pro rata to their shares, unless the statute provides otherwise.
Article 385(1) allows a reduction by members' decision but not below the statutory minimum share capital, with the joint-stock reduction rules applying by analogy under Article 385(2).
And Article 382 confirms that a member may pledge a share or part of a share unless the statute provides otherwise — which is why a lender taking security over a Montenegrin d.o.o. reads the statute before the pledge agreement.
Before you sign a statute or a capital call
If you are investing into, lending against or restructuring a Montenegrin d.o.o., the statute is the document that determines your exposure, and several of the provisions above apply only "unless the statute provides otherwise". Send us the statute, the shareholding structure and any capital call or acquisition being proposed, and we will identify whether an additional-payment obligation is capped under Article 387(3), what the Article 388 sequence would do on these facts, who an Article 387(9) decision would actually bind, and whether Article 389(3) leaves a repayment claim with the wrong party. The transfer mechanics sit in transferring a share in a Montenegrin DOO, the acquisition-structure question in asset deal or share deal, the restructuring routes in domestic mergers and divisions, and how we run corporate files sits with our M&A practice.
