Two things are usually said about transferring a share in a Montenegrin limited liability company, and both are wrong in the same direction. The first is that the formality is extreme — a full notarial deed, both parties physically present. The second is that once that formality is satisfied the deal is done. The Companies Act says the opposite on each: the form requirement is lighter than described, and the provisions that actually void transactions and follow the seller afterwards sit elsewhere in the Act entirely.
The article numbers below are from the Zakon o privrednim društvima published in Sl. list CG 090/25 and 121/25, in force from 1 January 2026 and amended by Sl. list CG 44/2026.
What form the transfer actually takes
Član 380 states the requirement in one sentence. A share, or part of a share, in a limited liability company may be transferred on the basis of a contract concluded in written form, with certification of signatures in accordance with the law governing the certification of signatures, handwriting and copies — or on the basis of a final decision of a court or other competent authority under a special regulation.
That is certification of signatures — ovjera potpisa — and not a notarial deed. The distinction matters commercially. A notarial deed is drawn up by the notary as the author of the instrument; certification of signatures attests that the named persons signed a document the parties themselves produced. The parties' own share purchase agreement is therefore the operative document, and it does not become a nullity because it was drafted by the buyer's counsel rather than by a notary.
Note also the second limb of član 380: a transfer can arise from a final decision of a court or other competent authority, without any agreement between the parties at all.
Two practical points follow. The law governing certification of signatures was itself amended by Sl. list CG 44/2026, so confirm the current certification procedure rather than relying on a description written before that. And a foreign party who cannot attend can act through a representative — the form of the power of attorney and its content are governed by different rules, which we deal with separately, and a power that does not expressly extend to disposing of a corporate share is the usual failure point.
The rule that actually voids deals: pre-emption
This is the provision most foreign buyers have never heard of, and it is the one that can unwind a completed transfer months later.
Član 374 sets the baseline: transfer between existing members is free, unless the Act or the company's statut provides otherwise.
Član 375 stav 1 sets the exception for everyone else. Where a member intends to transfer their share to a third party, the other members have a right of pre-emption — unless the statut provides otherwise. Stav 2 makes it a duty: before transferring to a third party, the member must offer the share to the other members.
The offer is not informal. Under stav 3 it must be in writing and must contain the essential elements of the transfer agreement, the address to which a member exercising pre-emption may send acceptance, and the deadline for concluding the transfer agreement. Stav 4 is the sanction: if the offer does not contain those elements, it is deemed never to have been made. An offer that skips the price or the acceptance address does not start the clock.
| Step | Rule | Article |
|---|---|---|
| Transfer to an existing member | Free, unless the Act or the statut says otherwise | Član 374 |
| Transfer to a third party | Other members hold pre-emption, unless the statut says otherwise | Član 375 stav 1 |
| Offer to the members | Mandatory before any third-party transfer | Član 375 stav 2 |
| What the offer must contain | Essential elements of the transfer agreement, address for acceptance, deadline for concluding the agreement | Član 375 stav 3 |
| Defective offer | Deemed not to have been made | Član 375 stav 4 |
| Acceptance period | 30 days from receipt, unless the statut sets another period — which cannot be shorter than 8 or longer than 90 days | Član 375 stav 6 |
| More than one member accepts and no agreement is reached | The share is divided among members pro rata to their holdings, unless the statut says otherwise | Član 375 stav 5 |
| Whole procedure | May be regulated differently by the statut | Član 375 stav 7 |
| No member accepts in time | The share may go to a third party, on terms not more favourable than those offered to the members | Član 377 |
Član 377 is the trap in a negotiated deal. If the price is cut or the payment terms softened after the members declined, the third-party transfer is no longer on the terms the statute permits. A renegotiation after a declined offer is a reason to re-run the offer, not to proceed quietly.
What happens if pre-emption is ignored
Član 376 stav 1 gives a member holding pre-emption the right to bring an action before the competent court to annul the contract or other legal transaction by which the share was transferred, where the transferring member did not deliver an offer in accordance with the Act or the statut.
Stav 2 sets the window: within 30 days of learning of the transfer, and at the latest within six months of registration of the transfer in the CRPS.
Read that with the register: the long-stop runs from registration, so registering the transfer starts the clock that eventually gives the buyer certainty. Until it does, an unregistered or recently registered transfer carries an annulment risk that no warranty in the purchase agreement removes — a warranty gives the buyer a claim against the seller; it does not defeat the third party's statutory action. Checking the statut for the pre-emption regime, and the seller's compliance with it, belongs in diligence. Our note on share deal diligence covers what else belongs there.
The liability that follows the seller
Član 381 is short and is routinely missed on both sides of a transaction: on a transfer of a share, the transferor and the acquirer are jointly and unlimitedly liable to the company for obligations that fell due before the transfer.
Two consequences. A seller does not walk away from pre-transfer obligations owed to the company by signing; and a buyer acquires a co-liability for them. Which of them ultimately bears the cost is a matter for the indemnity and price adjustment in the agreement between them — but the company's claim under član 381 exists regardless of what the agreement says between buyer and seller.
This is the real liability point in a Montenegrin share transfer, and it is a considerably more concrete one than the vague warnings that circulate about remaining "the owner of record".
When the buyer actually becomes a member
Everything above is about how a share is transferred. None of it says when the buyer becomes a member of the company. That question is answered 359 articles earlier, in the general part of the Act, and its distance from the chapter on transfers is the reason it is the point most often missed in a cross-border deal.
Član 15 stav 1 is categorical: the status of a partner, a general partner, a limited partner and a member of a limited liability company is acquired on the day of registration of ownership of the share in the CRPS. Not on signature of the purchase agreement. Not on certification of the signatures. Not on payment of the price.
Stav 3 closes the other side of the same event: that status ceases on the day the cessation of membership is registered in the CRPS. Registration is therefore one act with two effects, and until it happens the seller is still a member of the company and the buyer is not.
Between signature and registration the buyer holds a valid contract and a claim against the seller, but not the rights the Act confers on a member. Votes at the members’ meeting, the pre-emption right under član 375 over anyone else’s share, and the standing to bring the actions the Act gives members all remain with the seller on the register. A buyer who pays the full price at signing and lets the filing drift has, for that window, exchanged money for a contractual claim — and it is the deal documents, not the Act, that have to bridge the gap.
This is also why the long-stop in član 376 stav 2 runs from registration rather than from signature. Registration is the single act that makes the buyer a member, starts the six-month period after which the pre-emption annulment action is out of time, and fixes the date from which third parties are treated as knowing who owns the company.
Registration: the filing, the clock and the penalty
The transfer is registered in the CRPS under the Act on the Registration of Business and Other Entities (Sl. list CG 92/25 of 7 August 2025). The filing is electronic. Član 19 stav 1 provides that the procedure is commenced by submitting the registration application to the competent registration authority electronically, and stav 2 requires the supporting documentation to be submitted electronically, in original or in certified copy. Stav 3 applies the electronic signature and electronic document rules to the signing of the application and to the digitisation of documents, and stav 4 requires the validity of a qualified electronic signature to be verified by a qualified trust service provider, through the qualified "electronic signature verification" trust service.
For a foreign buyer or seller that, rather than the certification appointment, is the practical bottleneck. A qualified electronic signature recognised for this procedure is not something most foreign parties hold, which is why transfers are ordinarily filed through a locally authorised representative — and why the scope of the power of attorney deserves the same attention as the transfer agreement itself.
| What | Rule | Article |
|---|---|---|
| Filing channel | Electronic; documentation electronic, in original or certified copy | Registration Act član 19 stav 1 and 2 |
| Signature | Under the e-signature and e-document rules; a qualified electronic signature is verified by a qualified trust service provider | član 19 stav 3 and 4 |
| Deadline to file | Seven days from the day the change arose | član 19 stav 7 |
| Completing the file | The applicant may supplement the application and documentation up to the day the registration decision is made | član 19 stav 6 |
| Decision on a complete file | Three working days from receipt, in summary procedure | član 27 stav 1 |
| Refusal | Decision refusing registration within three working days of filing | član 27 stav 5 |
| Late filing | Registered anyway, but the registrar must request misdemeanour proceedings within seven days of the registration | član 27 stav 7 |
| Fine — the entity | €500 to €20,000 | član 44 stav 1 |
| Fine — the person authorised to file | €150 to €1,500 | član 44 stav 2 |
| Fine — an entrepreneur | €150 to €6,000 | član 44 stav 3 |
Two points are worth separating, because they pull in opposite directions. Član 19 stav 6 is forgiving about content: an incomplete file can be completed right up to the day the decision is made, so a defect caught early costs nothing. Član 27 stav 7 is not forgiving about time — a late application is still registered, but the registrar is obliged to ask for misdemeanour proceedings, and član 44 stav 1 attaches the same fine range both to a late application and to filing data or a document that is not authentic and accurate. The seven-day window and the accuracy of what goes into the file are the two things a party to the transfer actually controls.
No adviser can guarantee the registrar's decision or its timing; what can be controlled is that the application is complete on the day it is filed and that the seven-day window is met. The general formation and registration position, including what changed on 1 January 2026, is in our company formation guide.
What registration publishes, and when outsiders are bound
Registration is not only the company’s own record. Član 5 of the Companies Act sets out what publication does to everyone outside it, and the provisions are more specific than the general idea of a public register suggests.
Stav 3: third parties who in legal transactions rely on the data and documentation registered in the CRPS cannot bear the harmful consequences arising from inaccurately registered data. Stav 4: third parties are deemed to be acquainted with the registered data from the day those data are published on the CRPS website. Stav 5: once fifteen days have passed from publication, third parties can no longer prove, in proceedings before other bodies, that it was not possible for them to become acquainted with those data. Stav 6 preserves the company’s ability to prove that third parties knew, or must have known, before registration. Stav 7 gives third parties the right to rely on company data and documentation that came into existence but was not registered.
The asymmetry runs in one direction. Publication binds outsiders after fifteen days, but stav 7 lets an outsider rely on an unregistered fact as well, so leaving a transfer unregistered is not itself a shield. For a seller who wants the market to know they are out of the company, registration and publication is what actually achieves it. For a buyer, the fifteen days after publication are the point at which the register stops being their own paperwork and becomes everyone else’s notice.
Transfers that are not a sale
Enforcement. Član 378 stav 1 preserves the members' pre-emption right in enforcement proceedings conducted over a share, and stav 2 obliges the court in those proceedings to notify the members of the sale. A creditor enforcing against a share does not thereby deliver a clean share to an outside bidder.
Inheritance. Under član 379 stav 1, on the death of a member the share passes to the heirs under the special law, unless the statut provides otherwise. Stav 2 provides that where the statut excludes transfer to heirs, the members or the company must buy the share out in the manner and within the period the statut sets; stav 3 provides that if they do not, the share is withdrawn under the rules on reduction of share capital. A statut drafted without thinking about succession therefore either lets an unplanned party into the company or creates a buy-out obligation nobody funded.
Pledge. Član 382 permits a member to pledge a share or part of a share, unless the statut provides otherwise — which is why the statut is also the first document to read when a share is being taken as security.
The recurring theme across all four routes is that the statut can displace the default. It is the first document to obtain in any transfer, and reading only the CRPS extract will not reveal the restrictions.
The tax layer
A gain on disposal of a share is capital gain. The rate applicable to income from property, capital and capital gains for individuals is 15%, as set by the amending Act published in Sl. list CG 152/22 of 30 December 2022.
We are deliberately not working a numerical example on this page. How the base is computed — the acquisition cost that can be set against the sale price, and the treatment where the share was acquired at the €1 statutory minimum and sold for far more — is governed by the income tax Act's own rules, and those rules, not an arithmetic shortcut, decide the figure. Where the seller is a company rather than an individual, the gain falls into the corporate base instead and is taxed on the progressive scale described in our note on what Montenegro's 9% corporate tax really means.
Where the seller is resident outside Montenegro, a double tax treaty may allocate the taxing right on a share disposal differently, and treaties commonly treat shares deriving their value from immovable property as a special case. That is a treaty-by-treaty question, not a general rule.
What to do before signing
Obtain the statut, not just the register extract, and read the pre-emption and succession provisions in it. Establish whether an offer under član 375 was properly made and what its deadline was. Confirm that the final terms are not more favourable than those offered to the members. Price the član 381 co-liability for pre-transfer obligations into the indemnity. And file the change within seven days.
The choice of vehicle itself — whether the target should have been a DOO at all — is a separate question covered in our note on DOO versus AD.
Član 15, član 5 and članovi 374 to 382 are quoted from the unofficial consolidated text of the Zakon o privrednim društvima covering Sl. list CG 090/25 of 6 August 2025 and 121/25 of 21 October 2025, and were checked against the promulgated text of 090/25 on 28 August 2026. Članovi 19, 27 and 44 are from the Zakon o registraciji privrednih i drugih subjekata as promulgated in Sl. list CG 92/25 of 7 August 2025, checked on the same date. Both statutes have since been amended — the Companies Act by Sl. list CG 44/2026 of 27 March 2026, in force the same day, and the Registration Act by Sl. list CG 121/25 of 21 October 2025 and by 44/2026. The published subject matter of those amendments is electronic incorporation and registration, and no consolidated text incorporating 44/2026 was obtainable at the date of this check. Confirm the current text before relying on a specific article number.
If you are buying or selling a share in a Montenegrin company, our M&A and corporate transactions practice can review the statut, the pre-emption position and the registration file before you sign.
