Company Formation in Montenegro (DOO)

This page is for foreign founders, investors and parent companies setting up or buying a Montenegrin limited liability company (društvo sa ograničenom odgovornošću, DOO). It covers the two statutes that govern formation, what the register does and does not decide, and — because this is where foreign-owned companies actually get into difficulty — how membership, signing authority, decision-making and related-party dealings work once the company exists. Scope: Montenegrin law only, article by article. General information, not advice on a specific structure.

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

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 list CG 090/25 and 121/25, which repealed the 2020 Act outright (član 634); and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 was amended twice before most summaries of it were written — by Sl. list CG 121/25, which applied from the same day as the act itself, and by 44/26 of 27 March 2026, in force on the day of publication. Both changed exactly the rules foreign founders ask about.

• Ten working days, not three. The registrar must, within ten working days of receiving a complete application, run an administrative procedure checking the statutory conditions and decide (član 27 stav 1, as replaced by 44/26). The earlier three-day rule is gone. Where the founders are exclusively natural persons and use the prescribed forms, the deadline is five working days (član 27 stav 2). ⚠ That paragraph refers to the forms in član 39 stav 1 item 24 — an item that 121/25 deleted — so whether the five-day track is usable in practice has to be confirmed with the registrar.
• More is checked. Since 44/26 the registrar examines whether the founding act and statute meet the substantive and formal conditions of the Companies Act (član 25 stav 1 item 6 and član 41 stav 3), and whether registering the data would conflict with a special law (član 25 stav 1 item 12). If the file is incomplete, you are told what to fix and by when (član 27 stav 5); if the case is complex, the registrar must explain why and give a new date (član 27 stav 6).
• PIB with the registration. The decision on registration of the company assigns both the registration number and the tax identification number (član 27 stav 7).
• 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 the registrar must file a misdemeanour request within seven days against the entity that should have filed on time (član 27 stav 11).
• Every subsequent change must be filed within seven days (član 19 stav 7).

A correction to what this page said earlier: the transitional rule that the procedure would run on paper until the electronic register was built (član 46 stav 5 of the original text) was deleted by 121/25 before it ever applied. What replaced it is a conversion rule: documents filed with the CRPS in print before 1 January 2026 are to be converted to electronic form within 36 months (član 46a).

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 — the Central Register of Business and Other Entities, kept by the tax administration (Registration Act, član 4) — 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 44/26 rewrote the governing article in March 2026.

What the statute allows. Član 10, as replaced by 44/26, provides for formation without the physical presence of the founder or filer at any stage. 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 (član 10 stav 1). All documentation, including the founding act and statute, may be signed and filed electronically with no obligation to produce anything on paper (član 10 stav 2). Electronic documents must carry a qualified electronic signature or seal (član 10 stav 3); documents made on paper must be digitally certified under the law on certification of signatures, transcripts and handwriting before registration (član 10 stav 4). Electronic identification must use a means issued within a scheme entered in the Register of electronic identification schemes (član 10 stav 5). Physical presence can be required only on concrete indications of identity misuse or falsification, money-laundering risk, or doubt about capacity or authority (član 10 stav 10, 11 and 14).

The founding act itself follows the same logic under the rewritten član 8: it may be in written or electronic form; a written founding act must be signed by all founders with certified signatures, an electronic one with a qualified electronic signature or seal — and where real estate is contributed as capital, the founding act cannot be electronic (član 8 stav 3 to 5).

What the infrastructure does not do. Two reported statements matter here. The Notarial Chamber said electronic certification could not lawfully be performed from 1 January 2026 because the supporting framework was not in place; and in the July 2026 public consultation the Ministry of Finance declined to accept foreign qualified electronic signatures and seals and declined API access, so the portal cannot verify a foreign trust service provider. Read with član 10 stav 3 and 5, 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 — the route the registration act expressly contemplates.

The EU-bank option is not available yet. Član 10 stav 8 allows the share capital to be paid into an account with a bank operating in an EU member state, and stav 9 lets the bank's electronic confirmation serve as proof. But 44/26 also added član 10 stav 8 and 9 to the list of provisions deferred until Montenegro joins the EU (član 633). Guides that tell you a Montenegrin account is unnecessary because the capital can sit in an EU bank are describing a rule that does not apply today.

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.

When you actually become a member — and why the share deal is not the moment

Foreign buyers of an existing DOO routinely assume that signing the share purchase agreement makes them the owner. Under the Companies Act it does not.

• Membership starts on registration. A member of a DOO acquires that status on the day ownership of the share is registered in the CRPS, and the seller loses it on the day the change is registered (član 15 stav 1 and 3). Signature, certification and payment all come before that date and none of them is the date.
• The form is lighter than for property. A share, or part of a share, is transferred by a written contract with the signatures certified under the law on certification of signatures, or by a final decision of a court or other competent body (član 380). It is not a notarial deed.
• The other members get the first offer. Transfers between existing members are free unless the statute says otherwise (član 374). Before selling to an outsider, a member must offer the share to the other members in writing, with the essential terms, an address for acceptance and a deadline — an offer without those elements is treated as not made (član 375 stav 2 to 4). Acceptance must be given in writing within 30 days of receipt, or within a period the statute fixes between eight and 90 days (član 375 stav 6), and the statute may regulate the whole procedure differently (član 375 stav 7). Only if nobody accepts may the share go to a third party, and not on better terms than those offered to the members (član 377).
• A skipped offer can undo the deal. A member who was not offered the share may sue to annul the transfer within 30 days of learning of it and at the latest six months after the transfer is registered (član 376 stav 2).
• The buyer inherits the seller's arrears. On a transfer, the transferor and the acquirer are jointly and without limit liable to the company for obligations that fell due before the transfer (član 381). That is a diligence question, not a formality.
• On a member's death the share passes to the heirs unless the statute provides otherwise; if the statute excludes heirs, the members or the company must buy the share out, failing which it is withdrawn through a capital reduction (član 379).

Two related rules are worth knowing before the company exists at all. Founders and anyone who took on obligations in the company's name before registration are jointly and without limit liable for them unless agreed otherwise, and are released only if the company assumes those obligations after registration (član 14 stav 1 and 2). And a member may pledge a share unless the statute says otherwise (član 382). The diligence sequence for a share purchase is set out in buying a Montenegrin company: the share deal.

Who can sign for the company

A foreign parent usually wants two signatures on anything important. Montenegrin law allows that, but the protection works inside the company, not against the counterparty.

• The legal representatives of a DOO are its executive directors or, where it has one, the members of its board of directors, and they are registered in the CRPS (član 34 stav 1 tačka 3 and stav 2). Other persons authorised by the founding act or the statute also represent the company and are registered as well (član 35).
• The default is sole authority. Unless the authority to represent is expressly set as joint, each representative acts alone in the company's name (član 37 stav 4). Joint representation must be provided for in the founding act or statute and registered (član 37 stav 1 and 2).
• Registered limits do not stop a counterparty. Limits on a representative's authority are registered (član 36 stav 2), yet acts of an authorised representative bind the company towards third parties even where those limits are registered and even where the act falls outside the company's object — the exception being acts the law itself places outside the representative's authority or does not allow to be delegated (član 36 stav 3). The representative who exceeds the limits is liable to the company for the resulting loss (član 36 stav 1).
• A procuration (prokura) can be given only to natural persons, not to a legal person, and cannot be passed on (član 38 stav 1, 3 and 4).

The practical consequence: if the plan relies on a local director never signing above a threshold, the threshold belongs in the director's contract and in registered joint representation — and the parent should still assume that a signature given in breach will bind the company.

What the members decide, and what the director decides

The last row has a consequence that surprises investors. The sale of company assets — including real estate — is not on the list of matters reserved to a DOO's members' meeting, so unless the statute reserves it, the decision sits with the director. The Companies Act's special regime for disposals of high-value assets, triggered at 20% of net asset value, is written for joint-stock companies (član 337 stav 1). If the members of your DOO want a veto over asset sales, it has to be written into the statute. The buyer's side of the same rule is in buying property from a company rather than a person.

Deals with yourself: the personal-interest rules

Foreign-owned companies are full of related-party arrangements — a loan from the parent, a service agreement with the director's own company, a lease from a shareholder. The Companies Act has a complete procedure for them, and ignoring it gives the company a claim to unwind the deal.

• Who is caught. Members holding a significant participation — more than 20% of voting rights — or a controlling one (more than 50%), directors and board members, persons acting as directors without appointment, persons whose instructions the directors regularly follow, other representatives and procurators, the liquidator and the auditor (član 44 stav 1; član 45 stav 4 to 6).
• Notice first. Such a person must notify the company of a personal interest — their own or a related person's — before the transaction is concluded, with the details the Act lists, including the value and the nature of the relationship (član 49 stav 1 to 3).
• Approval. In a DOO the transaction is approved by a majority of the board members who have no personal interest; where there are not enough of them for a quorum, the members' meeting decides by a majority of the disinterested members present (član 50 stav 1 tačka 2 and stav 2). Several transactions with the same person within 12 months or the same financial year count as one (član 50 stav 8).
• Exemptions. No approval is needed where the value is at most 5% of the book value of total assets in the last annual balance sheet, for ordinary-course business on usual market terms unless the founding act or statute says otherwise, for dealings with a wholly owned subsidiary, and for offers made to all members on equal terms (član 51 stav 1).
• Sanctions. If the interest was not notified, the company may sue to annul the transaction and claim damages; the related person who was the counterparty is jointly and without limit liable, and so is a third party who knew or should have known (član 53). The claim fails if the transaction was in the company's interest when it was made (član 54).
• Conflicts and secrecy. The same persons may not use the company's assets, non-public information or business opportunities for their own benefit (član 55 stav 2); the company may claim damages and the transfer of the benefit (član 56), and approval under član 50 given with full disclosure answers that claim (član 57). Business secrets must be kept for two years after the role ends, extendable by the company's acts or by contract to at most five (član 58 stav 1 and 2).

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; the sections on membership, share transfers, representation, the members' meeting and personal-interest transactions were added on 11 September 2026 from the consolidated Companies Act (Sl. list CG 090/25 and 121/25) and the Registration Act (92/25). Where a figure changes annually — fees, tariffs, thresholds — confirm it on the day you file.

If you are forming a Montenegrin company, buying into one, or already own one through a foreign parent, send us the draft founding act and statute, the members' agreement if there is one, and the list of intended directors and signatories before anything is filed. We will tell you what the register will record, who will be able to bind the company, and which of your intended arrangements the statute has to carry for them to work.