Company Formation in Montenegro (DOO)

Company registration in Montenegro runs on two laws — both new since January 2026

Anyone researching Montenegrin company registration before 2026 was reading a different statute book. Two separate acts replaced the previous regime and both began to apply on 1 January 2026:

• the Zakon o privrednim društvima (Companies Act), Sl. list CG 090/25 and 121/25, which repealed the 2020 Act outright (član 634); and
• the Zakon o registraciji privrednih i drugih subjekata (Act on the Registration of Business and Other Entities), Sl. list CG 92/25 and 121/25.

Both were then amended again by Sl. list CG 44/2026, which also moved the compliance deadline for existing companies to 15 June 2026 — a date that has now passed.

⚠ A practical warning about sources. Several freely available consolidated texts still print the earlier three-month deadline in član 630, because they were assembled before the 44/2026 amendment. If a figure or a date matters to your file, it should be traced to the Official Gazette issue, not to a consolidation.

What the registrar decides, and how fast

The registration act is unusually specific about timing, and the timing is favourable.

• The registrar must decide on a complete application within three working days, and the tax identification number (PIB) is issued together with the registration rather than as a later step (član 27 stav 1).
• Applications are made electronically (član 19 stav 1), and the person the founder has authorised by power of attorney may file them (član 20 stav 2).
• A company name may be reserved for 90 days and the reservation is transferable (član 30 stav 2). Reservation is chargeable (član 42 stav 1) — descriptions of it as a free step are wrong.
• Retroactive registration is prohibited (član 31). A late application is still registered, but a misdemeanour case is opened against the applicant (član 27 stav 7).
• Every subsequent change must be filed within seven days (član 19 stav 7).

One transitional rule shapes day-to-day practice more than any of the above: until the electronic register is actually built, the procedure runs on paper (član 46 stav 5). The law is electronic; the counter, for now, is not.

The applicant also carries personal responsibility for the accuracy of what is filed (član 23), and the register itself now carries a positive protection: a third party who relies in good faith on data or documents in the CRPS cannot be prejudiced by an incorrect entry (ZPD član 5 stav 3). Third parties are deemed to know a published entry, and may not dispute it after fifteen days (član 5 stav 4 and 5).

Remote formation: what the statute allows, and what the infrastructure does not

This is the single most misdescribed part of Montenegrin company registration, and the gap between the two is where files stall.

What the statute allows. Član 10 provides for formation without physical presence, by electronic means. The route is limited by entity type: it covers a DOO, a part of a domestic company and a part of a foreign company — a joint-stock company (a.d.) is not on the list. Paper filing is excluded for this route (član 10 stav 2). Crucially, the notary was not removed: notarial involvement was moved online, through video identification and a qualified electronic signature or seal (član 10 stav 3 and 5). Physical presence may still be required, but only where there is a concrete doubt about identity or capacity (član 10 stavovi 9, 10 and 13).

What the infrastructure does not do. The Notarial Chamber stated that electronic certification could not lawfully be performed from 1 January 2026, because the supporting framework was not in place. In the public consultation held in July 2026 the Ministry of Finance declined to accept foreign qualified electronic signatures and seals, and declined API access — the portal cannot verify a foreign trust service provider.

The consequence for a non-resident founder is concrete: the electronic route exists in law but is not usable from abroad with a foreign e-signature. In practice, formation is completed through a power of attorney, with the authorised person filing under član 20 stav 2. That is not a workaround; it is the route the statute expressly contemplates.

One genuine relief does apply either way: where the company is formed electronically, the share capital may be paid into a bank in an EU member state (član 10 stav 7). A Montenegrin bank account is not a precondition of formation — which matters, because account opening is frequently the slowest part of the file.

Capital, seal, and the line items that are no longer real

• Minimum share capital for a DOO is €1 (član 361 stav 2). For a joint-stock company it is €25,000 (član 137 stav 2).
• A company seal is not mandatory (član 20 stav 1). A company that operates electronically must use an electronic seal (član 20 stav 2). Cost breakdowns that still carry a "seal" line are quoting a repealed requirement.
• The CRPS fee tariff changed. The *Odluka o visini naknada u CRPS*, Sl. list CG 116/25, applies from 1 January 2026 and replaced the 2020 Pravilnik. Any fee breakdown assembled before that date is stale. We do not publish fee figures here; the applicable amounts should be confirmed against the current tariff on the day of filing.
• A single registered seat. Član 18 fixes one sjedište, and — as corrected against the primary text — the seat is the one registered in the CRPS; a different place of actual management does not change it. It can, however, affect which court has jurisdiction over claims brought against the company by third parties.

The founding documents — including one that never reaches the register

Two instruments are easy to confuse, and the difference decides what you can change later.

The osnivački akt (founding act) of a DOO or an a.d. cannot be amended after registration (član 9 stav 3). Whatever is wrong in it stays wrong unless a different mechanism is used.

The ugovor članova društva (members' agreement) is the flexible instrument. It binds only those who sign it, and it is not filed with the CRPS (član 11, and stav 4). Because it never becomes public, it is where shareholders normally put the arrangements they do not want on a public register — but for the same reason it cannot be relied on against a third party who dealt with the register in good faith.

⚠ One cross-reference trap in the consolidated text: član 620 stav 7 refers to "član 11" for annulment of formation, but in the printed numbering član 11 is the members' agreement and član 12 is annulment — the 121/25 amendment inserted an article and the cross-reference was not updated. When citing, follow the article heading, not the internal cross-reference.

After registration: the rules that close companies

Registration is the easy part. Three mechanisms end companies that stop filing.

• Forced liquidation follows from failing to submit financial statements for two consecutive years (član 622); from that point the company may not enter into new transactions (član 623 stav 1).
• The registration act allows the registrar to mark a non-compliant entity "registrovan — neaktivan" of its own motion (član 12 stav 1 točka 2), and that status is public (član 10 stav 2). It can be reversed within three working days once the default is cured (član 13).
• A company left without a legal representative faces judicial liquidation if a new one is not registered within three months of the removal (član 620 stav 8).

Liability does not simply end with the company, and this is the part most founders are not told. On a voluntary liquidation, members remain jointly liable up to the value of what they received in the distribution, subject to a three-year limitation (član 618 stavovi 2 and 3). Where the company is closed by the shortened procedure, the members are jointly and unlimitedly liable for three years after deregistration (član 619 stav 8) — and that unlimited liability is noted in the CRPS against their names (član 619 stav 10). Founders of an a.d. are also unlimitedly and jointly liable for obligations arising before the licence required for the activity is obtained (član 151 stav 2).

What registration does not give you

Two expectations are worth correcting before they cost time.

It does not give you residence. Forming a company and obtaining a residence permit are separate applications with separate criteria. The executive director's permit is normally issued for one year and renewal depends on the company being genuinely active and its contributions being paid. The route, and what the 2026 rules now require of the company, is set out in our guide to residency by company formation.

It does not yet give you EU cross-border mechanics. Cross-border conversions, mergers and divisions, and the European Company (Societas Europaea) framework, are in the Act but deferred until EU accession (član 633; and the SE provisions at članovi 460-478, 486-505, 513-529 and 548-602). Structures that assume a Montenegrin entity can merge cross-border into an EU company today are planning against a provision that is not yet in force.

How we work on formation files

We read the register before we file: name availability, the seat, the intended activity codes and any sector licence that attaches to them. We draft the founding act knowing it cannot be amended afterwards, and we put the negotiable arrangements where they belong — in the members' agreement. Where the founder is abroad, we run the file on a power of attorney rather than promising an electronic route the portal cannot currently complete.

Licensed activities have their own gate before the company can trade — crypto-asset services are the clearest current example, and we cover the register and its conditions in the crypto service provider register. If the plan is for the founder or director to live in Montenegro, the residence permit workstream runs alongside, not after.

Statutory references were checked against the Official Gazette texts on 27 August 2026. Where a figure changes annually — fees, tariffs, thresholds — confirm it on the day you file.