"Holding structure" is usually discussed as a tax question. In Montenegro the tax layer sits on top of a corporate layer that is doing more work than most structure charts admit: the Companies Act defines when a shareholder becomes a controlling member, when a parent that gives instructions acquires statutory duties to its own subsidiary, and which cross-border reorganisations are simply not yet available.
This page is the corporate typology and the questions it generates. It is deliberately not tax advice, it states no rates, and it does not tell you which structure to use — that depends on your own residence, your treaty position and facts we do not have. What follows is the part your Montenegrin lawyer can settle so that the conversation with your tax adviser starts from the right facts.
The Act is the Zakon o privrednim društvima, Službeni list Crne Gore nos. 090/25 and 121/25, applying from 1 January 2026.
The four forms, and the asymmetry between two of them
Article 2 lists the forms of company: ortačko društvo (general partnership), komanditno društvo (limited partnership), akcionarsko društvo (joint stock company) and društvo sa ograničenom odgovornošću (limited liability company). Article 2(5) adds the concept of a public company — one that has successfully completed a public offering under an approved prospectus, or whose securities are admitted to trading on a regulated market in Montenegro.
For a holding vehicle, the practical choice is usually between the d.o.o. and the a.d., and the Act separates them on two axes.
Capital. Article 361(2): the share capital of a d.o.o. is at least one euro. Article 137(2): the share capital of an a.d. is at least €25,000, and under Article 137(3) the paid-in monetary part cannot be lower than that minimum. Article 137(4) and Article 361(3) both allow special laws to require more for particular kinds of company.
Formation route. Article 10 makes electronic formation without physical presence available for a d.o.o. and for parts of domestic and foreign companies — the joint stock company is not on that list. A structure that puts an a.d. at the top has a different formation path from one that uses a d.o.o.
| Question | d.o.o. | a.d. |
|---|---|---|
| Minimum share capital | €1, Art. 361(2) | €25,000, Art. 137(2) |
| Paid-in monetary part | Not separately fixed by Art. 361 | Not lower than the minimum, Art. 137(3) |
| Electronic formation without physical presence | Available, Art. 10(1) | Not listed in Art. 10(1) |
| Higher minimum by special law | Possible, Art. 361(3) | Possible, Art. 137(4) |
| Can become a public company | Only on the Art. 2(5) conditions | Art. 2(5) route |
There is a third registrable option that is not a company at all. Article 5(1) provides for the registration in CRPS of a company, an entrepreneur, a part of a company and a part of a foreign company — the branch route. Article 10(1) puts both kinds of "part" alongside the d.o.o. in the electronic formation route, so a foreign parent that wants a Montenegrin presence without a separate legal person has a registrable option with the same formation mechanics. Whether a branch or a subsidiary is right is partly a liability question — a branch is not a separate legal person, so nothing insulates the parent — and partly a question for your tax adviser, which is where we leave it.
The two percentages that decide who controls what
This is where a structure chart meets the statute, and the numbers are lower than most investors assume.
| Concept | Threshold | Provision |
|---|---|---|
| Significant participation | More than 20% of voting rights | Art. 45(4) |
| Majority participation | More than 50% of voting rights | Art. 45(5) |
| Controlling member | Whenever a person, alone or with connected persons, holds majority participation | Art. 45(6) |
| Acting jointly | Two or more persons using voting rights, or taking other actions, under an express or tacit agreement to exercise joint influence | Art. 45(7) |
| Control, generally | The right to exercise decisive influence on another person's decisions through participation or by contract | Art. 45(3) |
Three features matter for structuring.
First, 20% is enough to make a member a person with special duties toward the company under Article 44(1)(2) and (3) — a threshold most minority investors do not price.
Second, Article 45(7) counts a tacit agreement. Two funds that consistently vote together do not need a signed agreement for their holdings to be aggregated.
Third, Article 45(3) allows control to arise by contract as well as by participation. A management agreement, a shareholders' arrangement or a financing covenant that delivers decisive influence can create control without a single additional share.
Article 45(2) then defines connected persons broadly enough to catch a whole group: a legal person in which the person holds significant participation; a legal person in which it is the controlling member (the zavisno društvo, or subsidiary); the person holding significant participation in it; its controlling member; a legal person under common direct or indirect control of a third person — that is, sister companies — and the directors and board members of any of them.
A parent that instructs its subsidiary takes on duties to that subsidiary
This is the provision that most changes how a group should actually be run, and it is easy to miss.
Article 44(1) lists the persons with special obligations toward the company. Alongside the obvious ones — partners, significant or controlling members, directors and board members, representatives, prokuristi, the liquidator and the auditor — it includes two categories aimed at people who are not on any register:
- Article 44(1)(5): persons who take actions falling within the competence of the company's organs without having been appointed to that function.
- 🔴 Article 44(1)(6): persons in accordance with whose orders and instructions the directors and board members regularly act over a longer period.
A parent company that runs its Montenegrin subsidiary by instruction — approving budgets, directing commercial decisions, appointing and steering the local director — is describing Article 44(1)(6). The consequence is that the parent owes the subsidiary the statutory special duties, and the Act provides a route to enforce them: the chapter closes with claims for breach of special obligations.
Those duties are the duty of due care (Article 46 requires the persons in Article 44(1)(4) to (9) to act conscientiously, with the care of a good businessman, in a reasonable belief that they are acting in the best interest of the company), the duty to avoid conflicts of interest, the duty to keep business secrets, and the duty to observe the prohibition on competition. The Act also provides a specific claim for breach of the conflict-of-interest duty, and another for breach of the non-competition duty.
Read structurally, this is an argument for documenting group governance rather than running it informally. Instruction is not neutral in Montenegrin corporate law.
What the Act contains but has not switched on
Article 3 provides that a European joint stock company and a European Economic Interest Grouping may be formed in Montenegro. Article 633 then defers a specified block of provisions — Articles 460 to 478, 486 to 505, 513 to 529 and 548 to 602, together with Article 192(10), Article 198(4) and Article 309(2)(4) — until the day Montenegro accedes to the European Union. Those blocks are where cross-border conversion, merger and division and the European Company live.
For a holding structure this has a concrete consequence. A Montenegrin company cannot presently be migrated into an EU holding company by cross-border merger, nor converted into a Societas Europaea. Group reorganisation has to be done with domestic instruments and share transfers. Any structure paper that assumes a future cross-border merger as its exit is assuming an accession date.
Seat, and where the group can be sued
Article 18(1) defines the seat as the place in Montenegro from which the company is managed or where it permanently carries out its predominant activity, fixed in the constitutional documents and registered in CRPS. Article 18(2): only one seat is permitted.
Article 18(3) handles the mismatch that group structures create routinely. Where management or the predominant activity is somewhere other than the registered seat, the registered seat remains the seat — but jurisdiction in proceedings brought by third parties against the company may be determined by the place where the management is, or where the company permanently carries out its predominant activity. A holding company administered from one place and operating from another does not get to choose its litigation venue by registration alone.
The tail that follows a group when an entity is closed
Structures are unwound as well as built, and two provisions decide what follows the members.
Article 618 makes partners and general partners unlimitedly jointly liable for the obligations of a company in liquidation and after its deletion from CRPS, while limited partners, d.o.o. members and shareholders are jointly liable up to the amount received from the liquidation surplus, with a three-year limitation from deletion. Article 619(8) removes that cap where the shortened voluntary liquidation was used: members are unlimitedly jointly liable for three years after deletion.
And Article 622(1) applies to every entity in the chart: failing to submit annual financial statements for two consecutive business years triggers forced liquidation. In a group, filing discipline is a structural risk, not an administrative one.
The questions to take to your tax adviser
We are not answering these, and this page deliberately states no rates or thresholds from any tax statute. They are the questions that the corporate analysis above makes answerable.
Where is the management and control of the proposed holding company actually exercised, given Article 18 and the fact that this is also the question most tax residence tests ask? Does any shareholder cross 20% or 50% of voting rights once acting jointly under Article 45(7) is taken into account, and does that change any disclosure or related-party position? Will the parent be giving instructions within Article 44(1)(6), and has that been documented? And does the structure's exit assume a cross-border merger that Article 633 has deferred?
Send us the proposed structure chart and the shareholders' arrangements, and we will tell you what the Companies Act makes of it — which entities are connected persons, who becomes a controlling member, and where the statutory duties land. We will then say plainly which questions belong to your tax adviser rather than to us. This work sits in our wealth management practice, alongside company formation, and connects to the diligence questions in our share deal guide.
