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".
Registration
The transfer is registered in the CRPS. The Act on the Registration of Business and Other Entities requires every change to registered data to be filed within seven days of the change (član 19 stav 7), and requires the registrar to decide on a complete application within three working days (član 27 stav 1). Late filing does not prevent registration, but it opens a misdemeanour.
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.
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.
Article numbers are from the Zakon o privrednim društvima, Sl. list CG 090/25 and 121/25 as amended by 44/2026, and from the Act on the Registration of Business and Other Entities, Sl. list CG 92/25 and 121/25, checked on 26 August 2026. Both statutes are new and have already been amended once; confirm the current text before relying on a specific article.
If you are buying or selling a share in a Montenegrin company, our team can review the statut and the transfer steps with you.
