Most people arrive at this question with a percentage in their hand. They hold 10%, or 25%, or 49% of a Montenegrin company and want to know what that actually buys them.
The honest answer is that in Montenegro the percentage matters less than people expect, and two other things matter far more: the company's statut, which can move most of the defaults in either direction, and a set of exit rights that have no threshold attached at all. The strongest protection available to a minority member of a Montenegrin društvo sa ograničenom odgovornošću is not a voting block. It is the right to leave and be paid market value — and, in one case, to be deemed to have won that right because the majority did not answer in time.
The article numbers below are from the Zakon o privrednim društvima published in Sl. list CG 090/25, in force from 1 January 2026.
What each threshold actually unlocks
| Stake | What it gives you | Article |
|---|---|---|
| Any stake, however small | Request the director to convene a general meeting — and convene it yourself if he does not | Član 409 st. 3–6 |
| Any stake | Attend, speak, vote, and be informed | Član 393 stav 2 |
| Any stake | Sue to annul an assembly decision contrary to the Act or the statut | Član 421, applying član 288 |
| Any stake | Direct action for loss caused to you personally by a person with special duties | Član 65 |
| Any stake | Derivative action for loss caused to the company, after a written demand and 60 days | Član 66 |
| Any stake | Withdraw from the company at any time, if you claim nothing for your share | Član 397 |
| Any stake | Withdraw for justified reason with payment for your share | Član 398 |
| 5% of share capital | Propose changes or additions to the general meeting agenda | Član 416 stav 3 (the statut may set a lower percentage — stav 4) |
| 5% | Demand a valuation of a non-cash contribution, then apply to court if ignored | Članovi 79 and 80 |
| 10% of share capital | Be notified without delay of extraordinary circumstances significant for the company | Član 429 stav 1 |
| Over 20% | "Significant participation" — you now owe the company special duties | Član 45 stav 4, with član 44 |
| Over 50% | Majority participation; you are a controlling member | Član 45 st. 5 and 6 |
Two features of that table are worth stating plainly, because they are what distinguish the Montenegrin position from the Commonwealth systems most foreign investors are comparing it with.
First, the most useful rights carry no threshold at all. A member holding 1% can force a general meeting onto the calendar and can sue to annul a decision. Second, crossing 20% is not only a gain. Above that line you acquire "significant participation" and with it the special duties owed to the company under član 44 — the duty of care, the conflict rules, the non-compete. A minority holding can be large enough to create obligations without being large enough to control anything, and that band between 20% and 50% is where foreign investors are most often surprised.
The rights that need no percentage
Forcing a meeting
Član 409 stav 3 gives every member the right to submit a written request to the director to convene a general meeting. Stav 4 sets out what the request must contain: the proposed agenda, the proposed decisions with reasons, and the identity and shareholding of the applicants. Stav 5 obliges the director to convene the meeting within ten days of receiving the request, at the company's expense.
Stav 6 is what makes the right real: if the director does not convene the meeting within that period, the member who made the request may convene it themselves. There is no application to court and no minimum stake. In a company where the majority simply refuses to meet, this is usually the first step that changes the dynamic.
Challenging a decision
Član 421 applies the joint stock company rules in čl. 288 to 290 to decisions of a DOO general meeting. Under član 288 stav 1, any member who was entitled to participate in the meeting — and any board member — may sue the company to annul the decision where it is contrary to the Act or the statut, or where the meeting was not convened or held in accordance with the Act and the statut.
The deadlines are short. The action must be brought within 30 days of the claimant learning of the decision and at the latest within three months of its adoption (stav 2). Where the decision has to be registered in the CRPS, stav 4 runs the 30 days from registration instead. Stav 3 makes the proceedings urgent.
Filing does not, by itself, stop anything: stav 5 confirms that the decision can still be executed and registered. But stav 6 lets the court order an interim measure prohibiting execution or registration, and stav 7 provides that at the claimant's request a notice of the dispute (zabilježba spora) is registered in the CRPS. For a minority member, that registered notice is often the practically important remedy, because it warns anyone dealing with the company.
Član 289 sets out when the court will refuse the claim: where the assembly has adopted a new decision replacing the challenged one; where the breach of the statut or rules of procedure was minor and the claimant's right was not infringed or only slightly; or where votes were miscounted or invalid but were not decisive for the quorum or the majority.
Under član 290, annulment also undoes the legal consequences the decision has already produced — except where restoration is impossible or would cause excessive difficulty for good-faith third parties, who keep a claim for damages against the company and those responsible.
Suing on the company's behalf
Član 66 gives any member a derivative action for loss caused to the company, brought in their own name for the company's account, provided they first demanded in writing that the company bring the claim and the demand was refused or not acted on within 60 days. The right exists regardless of whether the grounds arose before the claimant became a member. Where the loss was caused to the member personally rather than to the company, član 65 gives a direct action, within six months of learning of the breach and at most five years from it. Both are explained in more detail in our note on director duties and personal liability.
Information
Član 393 stav 2 lists the non-property rights of a DOO member: to participate in the work of the general meeting, including to attend and take part in the discussion; to vote; and to be informed in accordance with the Act. The property rights in stav 1 cover profit participation, the liquidation surplus, disposal of the share, and pre-emption on a capital increase.
The concrete information right around meetings is in član 412: the company must make the meeting materials available to members at the same time as it sends the invitation, and at the latest eight days before the meeting, unless the statut provides otherwise. Član 412 stav 2 applies član 262 by analogy, which requires the materials to include the text of the proposed decision for each agenda item and all documentation submitted to the meeting, and provides for inspection at the company's premises or dispatch by post at the company's expense where a member cannot obtain them otherwise.
Separately, član 429 stav 1 obliges the director to inform without delay every member holding at least 10% of the share capital of extraordinary circumstances that may be significant for the state of the company or the conduct of its business.
The 5% cluster
Two rights sit at 5%.
Član 416 stav 3 allows one or more members holding at least 5% of the share capital to propose to the director a change or addition to the agenda — either a different decision on a proposed item, with reasons and a draft decision, or new items with reasons or a draft decision. Stav 5 requires the proposal in writing with the applicants' details and their percentage; stav 6 allows them to send it directly to all other members at the addresses in the members' register. Stav 4 allows the statut to set a lower percentage, which is worth negotiating on the way in rather than arguing about later.
Članovi 79 and 80 give members who held at least 5% of the share capital the right to demand a valuation of a non-cash contribution where the company has not carried one out. If the company does not act within 15 days of the demand, the members may apply to the court, in non-contentious proceedings, to determine the value of the contribution — but only up to the expiry of 90 days from the date the contribution was made. That second deadline is the one that gets missed. This is the "5% protection" that most of the summaries of the new Act refer to; it is a valuation right on contributions in kind, not a general minority-protection clause.
The exit right: Montenegro's answer to oppression
Investors arriving from the United Kingdom, Ireland, Australia or Singapore usually look for an unfair prejudice petition, and investors from the United States look for an oppression claim. Montenegro has neither by that name. What it has instead is a statutory right to walk out and be paid — and, in practice, it does more work than either.
Leaving without asking for anything
Under član 397 stav 1, a member may withdraw from the company at any time by submitting a declaration of withdrawal, provided they do not claim compensation for their share — unless doing so would cause damage to the company. Stav 2 is emphatic: a member cannot waive this right in advance, and it cannot be limited by the company's acts.
Leaving for a justified reason, and being paid
Član 398 stav 1 gives the right to withdraw for a justified reason with payment of compensation for the share. Stav 2 says a justified reason exists in particular where:
- one or more members, or the company, cause the member damage;
- the member is prevented from exercising their rights in the company; or
- an organ of the company imposes disproportionate obligations on them.
That list is the functional equivalent of an oppression remedy, and limb 2 in particular — being prevented from exercising rights — covers the classic pattern of meetings not held, information withheld and decisions taken elsewhere. Stav 3 lets the statut add further justified reasons and set the procedure; stav 4 again prohibits advance waiver.
The procedure has one feature that changes negotiations. Under stav 5 the member submits a written request stating the reasons and the amount claimed for their share. Stav 6 requires the general meeting to decide within 60 days of receiving it. Stav 7 provides that a decision accepting the request must set a payment deadline of no more than one year. And stav 8 is the provision the majority tends not to know:
If the general meeting does not decide within the 60 days, the request to withdraw is deemed accepted in full.
Silence is not a defence. A majority that ignores a properly made withdrawal request accepts it, at the price the member stated.
If the request is refused
Član 399 stav 1 gives the member 30 days from receipt of the refusal to sue the company for termination of membership for justified reason and payment for the share. Under stav 2 the court, if it upholds the claim, sets the compensation at the market value of the claimant's share and a payment deadline of no more than one year from the judgment becoming final, taking into account under stav 3 the company's financial position and business needs. Stav 4 covers the other common dispute: a member who accepts the withdrawal but disputes the amount fixed by the general meeting may sue for the difference up to the full market value.
The limits on payment
Two provisions restrain the exit. Član 400 lets the company claim damages where the withdrawal breached the Act, and lets it withhold payment for the share until that damage is made good — but only where it has actually demanded compensation or started proceedings, and stav 4 requires payment once such a claim is finally rejected. Član 404 limits the sources from which compensation may be paid: undistributed profit and reserves available for the purpose, and proceeds from selling the share the company acquired on the withdrawal or exclusion.
Under član 401, withdrawal ends membership and all rights flowing from it, the share becomes the company's own share automatically, and the CRPS registers the cessation on the basis of the declaration, or the decision accepting the request together with proof of payment, or the final and enforceable judgment together with proof of payment.
Can the majority remove you?
Not by voting. Član 402 stav 1 requires the company or a member to bring a court action to exclude another member, and only where a justified reason exists. Stav 2 defines that reason narrowly: the member intentionally or by gross negligence causes significant damage to the company or to other members, or by act or omission prevents or significantly hinders the company's business.
If the court upholds the claim, stav 3 requires the company to pay the excluded member the fair value of the share, determined by analogous application of član 182, within a period the court sets of no more than two years from the judgment becoming final. Stav 5 preserves the company's separate damages claim, and stav 6 prohibits advance waiver of the exclusion right by either side. Under član 403 the share becomes the company's own share and the court sends the decision to the CRPS within 15 days.
There is one important qualification, and it is the reason the statut has to be read before anyone buys in. Član 371 stav 2 tačka 6 permits a company to acquire its own share by compulsory redemption from a member, where the statut provided that right — the Act's own example is redemption on death or on cessation of membership. A forced buy-out is therefore not available to a majority as a matter of general law, but it can be written into the statut in advance. "Can I be forced to sell?" is a question about the statut, not about the Act.
The document that decides most of this
Član 11 defines the members' agreement: a contract between two or more members of the same company regulating matters relevant to their mutual relations. Three of its four paragraphs are warnings for a minority investor. Stav 2 provides that it produces effect exclusively between the members who concluded it. Stav 4 provides that it is not an act of the company and is not registered in the CRPS.
So a members' agreement will not bind the company, will not bind a future member who did not sign, and will not appear in any register search. Protection that must survive a change in the shareholder base belongs in the statut, which is where the Act repeatedly invites it:
- a different quorum, or cases where no quorum is required (član 414 stav 2);
- a higher majority than the default of a majority of the votes of members present (član 417 stav 1);
- a lower percentage than 5% for proposing agenda items (član 416 stav 4);
- additional justified reasons for withdrawal, and the procedure for it (član 398 stav 3);
- voting rights other than strictly in proportion to the share (član 394 stav 2);
- and, in the other direction, a compulsory redemption right (član 371 stav 2 tačka 6).
A minority position negotiated only in a side agreement is weaker than the same terms placed in the statut, and the difference does not appear until the day it matters. The statut is also the first document to obtain when acquiring a minority stake — as we set out in our notes on share deal diligence and on transferring a share in a Montenegrin DOO, where the pre-emption regime in član 375 also sits.
What this means in practice
If you are already a minority member and being frozen out, the sequence that fits the Act is: demand a meeting under član 409 and convene it yourself if the director does not; demand the information the Act gives you; challenge any decision within the 30 days in član 288; and, if the position does not change, make a written withdrawal request under član 398 stating your reason and your figure — because that request starts a 60-day clock that runs against the majority, not against you.
If you are buying into a minority position, the work happens before signing. Read the statut for the quorum, the majorities, the agenda threshold, and above all for any compulsory redemption right. Where the stake is being carved out of an existing business rather than bought, the structure itself changes what you inherit — the comparison is in our note on asset deals and share deals. Put what you actually need into the statut rather than a members' agreement. And treat the 20% line as a threshold in both directions.
If you hold or are acquiring a minority stake in a Montenegrin company, our corporate law practice can review the statut against the Act's defaults and set out which of these routes is actually open on the facts.
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. This note describes the position for a limited liability company; a joint stock company has its own additional rules. Confirm the current text before relying on a specific article.
