Corporate Law & Advisory

What this page decides

A company law page can either list services or answer the questions that actually decide outcomes. The questions below are the ones that come back, and each of them has an article number:

• When does someone become a member of your company — on signature, or on something else?
• Where does limited liability stop?
• What can the director decide alone, and what can never be moved off the members?
• What happens when you deal with your own company — a loan, a lease, a fee?
• What ends a company you did not intend to end?
• What does a share transfer need, and who can stop it?
• What can a minority member force, and how does a member leave and get paid?
• When can two companies merge or split, and what can hold the merger up?
• If your company is in Türkiye, which articles answer the same questions there?

Article numbers below are from the Zakon o privrednim društvima, published in "Službeni list Crne Gore" br. 90/2025 and 121/2025, first read on 5 September 2026 and re-read against the consolidated text on 27 September 2026. The amending Act in "Službeni list Crne Gore" br. 44/2026 (27 March 2026) changed Articles 5, 8, 10, 39, 42, 630 and 633. Of those, only Article 633 is cited here, and only for the cross-border deferral, which the amendment extended rather than removed; every other article on this page is outside the amendment. This is the Act that replaced the previous companies legislation; article numbering from the older law does not carry across, and a memorandum drafted against it should be re-checked rather than assumed.

Scope. Most of this page is Montenegrin, article by article. One section near the end sets out the Turkish articles that answer the same questions for a company in Türkiye, each cited to the Turkish Commercial Code or the Code of Obligations — because a page that mixes two company laws without citing either is the thing that causes the mistake it is meant to prevent. General information, not advice on a particular company.

Membership is created by registration, not by the contract

This is the provision that surprises buyers, sellers and inheriting families in equal measure.

Article 15(1): the status of a partner, general partner, limited partner or member of a limited liability company is acquired on the day ownership of the share is registered in the CRPS. Article 15(3) mirrors it — that status ceases on the day the cessation is registered.

Article 15(2) does the same for shares: shareholder status arises on the day the shares are entered in the holder's account at the Central Clearing and Depository Company (CKDD), under the capital markets legislation, and Article 15(4) ends it when they are removed.

A signed and notarised share transfer therefore creates an obligation to transfer. It does not, by itself, make the buyer a member. Between signature and registration the seller remains the member on the register, with the votes and the standing that go with it. That gap is where share-purchase disputes live, and it is closed by the filing, not by the deed.

Transferring a share: the form, the other members, and the debts that follow

Article 380 sets the form. A share or part of a share in a d.o.o. passes on a contract concluded in writing, with the signatures certified under the law on certification of signatures — or on a final decision of a court or other competent body. A notarial deed is not the statutory form; a signature certification is.

Article 374 makes transfers between members free, unless the Act or the statute says otherwise. A transfer to an outsider is different. Article 375(1) gives the other members a right of pre-emption unless the statute removes it, and Article 375(2) obliges the selling member to offer the share to them before transferring it to a third party. The offer has to be in writing and carry the essential terms of the transfer contract, an address for acceptance and a deadline (Article 375(3)); an offer without those elements is treated as never made (Article 375(4)). A member who wants to buy must accept the offer in full, in writing, within 30 days of receiving it, unless the statute sets another period of not less than 8 and not more than 90 days (Article 375(6)).

The remedy for a skipped offer is the one buyers underestimate. Article 376(1) lets the member with the pre-emption right sue to annul the transfer contract, and Article 376(2) gives that action 30 days from learning of the transfer, and at the latest six months from its registration in the CRPS. A buyer whose share was registered five months ago, without the offer procedure, does not yet own a safe share.

Article 381 then attaches the company's past to both sides of the deal: the transferor and the acquirer are jointly and unlimitedly liable to the company for obligations that fell due before the transfer. Unpaid contributions and other matured obligations of the seller do not stay with the seller.

Finally, the side letter. Article 11(2) makes a members' agreement effective only between the members who signed it, and Article 11(4) says it is not an act of the company and is not registered in the CRPS. A tag-along, a drag-along or a veto written only in a members' agreement will not bind the company or a later member who did not sign. Protection that has to survive a change of shareholders belongs in the statute. The acquisition side of this — what to read before signing — is in buying a Montenegrin company: share deal diligence.

Where limited liability stops

Article 16(1) makes the company liable for its obligations with all of its assets. Article 16(2) makes partners and general partners liable jointly and unlimitedly, with all of their own assets. Article 16(3) then states the rule people rely on: limited partners, members of a limited liability company and shareholders are not liable for the company's obligations — unless this Act provides otherwise.

The Act does provide otherwise, and the provision is next to it. Article 17(1): a limited partner, d.o.o. member or shareholder who abuses the limited liability rule in Article 16(3) becomes jointly and unlimitedly liable for the company's obligations. Article 17(2) defines that abuse as any form of circumventing or disregarding the company's legal personality.

Limited liability in Montenegro is therefore a rule with a named exception in the same breath, not an absolute. Structuring advice that stops at Article 16(3) has read half the page.

The forms, and what they cost to start

Article 361(3) and Article 137(4) both allow a special law to require more for particular kinds of company — regulated activities are the usual case — so the figures above are the floor under the general Act, not a guarantee for a licensed business.

Article 137(3) adds a rule that catches joint stock founders: the paid-in cash portion of the share capital cannot be lower than the minimum share capital. A €25,000 company cannot be founded on a €5,000 cash payment and €20,000 in kind.

Article 362 sets out what the founding act of a d.o.o. must contain, and it is worth reading before a foreign founder books a notary appointment: for a foreign individual it requires name and surname, passport number, date of issue and expiry, date of birth, issuing state and address of stay. Article 138 does the same for a joint stock company. Missing documents at the notary are the most common cause of a second appointment.

Article 20(1) removes an assumption inherited from older practice: a company is not obliged to use a seal. Article 20(2) requires a company doing business electronically to use an electronic seal in accordance with the law.

Who decides what

The division of power between the members and the director is set by the Act, and only partly moveable.

Article 407(1) lists fifteen competences of the general meeting of a d.o.o. — the statute, the director and board, the auditor, the liquidator, voluntary liquidation or a bankruptcy petition, adopting the financial statements, profit distribution and loss coverage, capital increases and reductions, status changes, own holdings, a member's withdrawal, litigation against the prokurist, the director or a member, rules of procedure, and other matters.

Article 407(2) then divides that list. Six of them — points 1, 2, 4, 5, 9 and 12 — are exclusive to the meeting and cannot be moved. Everything else, including the adoption of the financial statements and the profit decision, may be transferred to the director by the statute. Article 407(5) allows the meeting to give the director binding instructions.

The annual obligation itself sits outside the d.o.o. chapter: Article 408(2) applies Article 257, and Article 257(2) requires the regular session once a year, at the latest within six months of the end of the business year. Article 420 allows the meeting to decide without observing the convening rules where all members are present in person or by proxy and none objects. Article 409(3) lets any member — with no percentage threshold — require the director to convene a session, on a ten-day clock.

We set out the meeting rules, including the three statute clauses that decide whether it can be held from abroad, in the annual meeting a Montenegrin d.o.o. owes. The director's own position, and the duties that attach to it, are in directors' duties and liability.

Article 422 completes the appointment side: the meeting appoints the director, every member may propose a candidate, the director may be appointed by the statute on formation, and the director is registered in the CRPS.

Who can sign, and what a registered limit is worth

Foreign parents usually protect themselves by limiting what the local director may sign. The Act gives that protection less weight than they expect.

Article 36(2) requires limits on a representative's authority to be registered in the CRPS. But Article 36(3) provides that acts of authorised representatives bind the company towards third parties even where the limits are registered, and even where the act falls outside the company's business activity — the exception being acts outside the powers that the law itself allows to be conferred on that person. Article 36(1) leaves the company a claim against the representative for damage caused by exceeding the authority. A registered cap therefore allocates internal liability; it does not, as a rule, make a contract with a third party fail.

The Act treats joint representation separately, in its own article, and it is the stronger tool — though the Act does not say in terms what happens when one joint representative signs alone, so it should be treated as a control, not a guarantee. Article 37(1) allows the founding act or statute to require two or more representatives to act together, and Article 37(2) requires that to be registered. The default runs the other way: under Article 37(4), where authority is not expressly stated as joint, each representative acts alone. A group that appoints two local directors and assumes they must co-sign has, unless the statute says so, given each of them sole authority.

Dealing with your own company

A shareholder loan, a lease of the owner's apartment to the company, a management fee to a parent — all of these are transactions in which a personal interest exists, and the Act treats them as a procedure rather than as a private matter.

Article 44(1) lists the persons who owe special duties, and it reaches beyond the boardroom: it includes members holding a significant participation — fixed by Article 45(4) at more than 20% of voting rights — as well as de facto and shadow directors, prokuristi, the liquidator and the auditor.

Article 49(3) requires the notice of the personal interest to reach the company before the transaction is concluded, and Article 49(2) sets out its six required contents. Article 50(1) allocates approval to board members without a personal interest; Article 50(2) moves it to the general meeting where all board members are interested or the disinterested number is insufficient for a quorum — which is the position of every single owner-director company.

Two thresholds decide whether the procedure applies at all. Article 51(1) point 1 exempts a transaction worth at most 5% of the book value of total assets in the last annual balance sheet. Article 50(8) then treats several transactions with the same interested person within 12 months, or in the same financial year, as one transaction — which is why an instalment arrangement is measured in aggregate.

The full machinery, including what happens when the notice is skipped, is in dealing with your own Montenegrin company.

The standard a director is held to

Article 46(1) requires the persons in Article 44(1) points 4 to 9 to act with the care of a good businessman, in the reasonable belief that they are acting in the best interest of the company as a whole, and Article 46(3) raises that standard where the individual has specific knowledge, skills or experience.

Article 47(1) provides the business judgment rule: a decision made on information reasonably believed appropriate, in the reasonable belief that it served the company, is treated as made with due care, and Article 47(2) removes liability for the resulting damage. The rule has a condition that decides most disputes — it applies only where the matter is not a transaction in which that person has a personal interest.

Article 48 gives the company the claim for damages where the duty of care is breached.

Minority members: the rights that need no percentage

A foreign investor holding 10% or 30% of a Montenegrin d.o.o. usually asks what the percentage buys. The more useful answer is what needs no percentage at all.

• Forcing a meeting. Article 409(3) lets every member ask the director in writing to convene the general meeting; Article 409(5) obliges the director to convene it within ten days, at the company's expense; and under Article 409(6), if the director does not, the member who asked may convene it. No court application is needed.
• Challenging a decision. Article 421 applies the joint stock company rules in Articles 288 to 290 to a d.o.o. Under Article 288(2) the action must be brought within 30 days of learning of the decision and at the latest three months from its adoption; where the decision has to be registered, Article 288(4) runs the 30 days from registration. Filing does not stop the decision (Article 288(5)), but the court may order an interim measure (Article 288(6)), and at the claimant's request a notice of the dispute is registered in the CRPS (Article 288(7)) — which warns everyone who searches the register.
• Leaving and being paid. Article 398(1) gives a member the right to withdraw for a justified reason, with payment for the share. Article 398(2) says such a reason exists in particular where the member is caused damage by other members or the company, is prevented from exercising their rights, or has disproportionate obligations imposed by a company organ. The right cannot be waived in advance or limited by the company's acts (Article 398(4)).

The withdrawal procedure is where the balance shifts. The member submits a written request stating the reasons and the amount claimed (Article 398(5)); the general meeting must decide within 60 days (Article 398(6)); a decision accepting it must set payment within no more than one year (Article 398(7)). And under Article 398(8), if the meeting does not decide within the 60 days, the request is deemed accepted in full. A majority that ignores a properly made request has accepted it.

The majority, for its part, cannot vote a member out. Article 402(1) requires a court action for exclusion, and Article 402(2) limits the justified reason to intentional or grossly negligent significant damage to the company or other members, or conduct that prevents or significantly hinders the business. The routes, the deadlines and what the statute can change are set out in minority shareholder rights in Montenegro.

Mergers and divisions: available today, behind three gates

Cross-border merger, division and conversion are deferred: Article 633 keeps them out of application until Montenegro joins the European Union. Domestic restructuring is not deferred. Article 434(3) names the three forms — absorption (pripajanje), merger by formation of a new company (spajanje) and division (podjela) — and all three are available now.

Three provisions decide whether a planned restructuring can actually be completed:

The dissenter rule carries a timing consequence. Article 182(6) requires the resolution to provide that it enters into force on the day the chair of the board states in writing that all buy-out obligations have been performed, or that there were no dissenters. Where that rule applies, the effective date of the transaction is the date of that statement, not the date of the vote. The procedure, the documents and the 30-day publication period before the meeting are set out in domestic mergers and divisions in Montenegro.

Who owns it on paper, and the company as a defendant

Two statutes outside the Companies Act reach the owners and the board of every Montenegrin company.

Beneficial ownership. Under Article 41(2) of the Zakon o sprečavanju pranja novca i finansiranja terorizma (consolidated to "Službeni list Crne Gore" br. 59/2026, read on 27 September 2026), the beneficial owner of a company is a natural person who holds at least 25% of shares, votes or other rights, directly or indirectly, or has decisive influence through ownership, or controls the company by other means. Article 41(5) runs the control test independently and at the same time as the 25% test — it is not a fallback. Article 43(3) requires the company to enter its beneficial owner data in the Register of Beneficial Owners within eight days of registration in the CRPS and within eight days of any change; Article 43(5) requires the data to be checked and confirmed once a year, at the latest by 31 March. Article 43(9) adds a point foreign-owned groups miss: the company must designate at least one natural person employed by it and resident in Montenegro, or a Montenegrin-registered obliged company of the kind the Act specifies, as the person authorised to enter the data and answer the authorities. Structures and control tests are worked through in AML obligations for businesses in Montenegro.

Criminal liability of the company. The Zakon o odgovornosti pravnih lica za krivična djela ("Službeni list RCG" br. 2/2007, 13/2007, 30/2012 and 39/2016) makes the company a defendant in its own right. Article 6(1) makes it liable even where the responsible individual has not been convicted, and Article 6(2) keeps the individual's liability alongside it. Article 8 carries the fine, security measures and confiscation to the legal successor where the company ceases to exist — which puts this statute into every share-deal and merger file. The employer offences it most often attaches to are in criminal offences that reach employers.

If the company is in Türkiye: the same questions, different articles

Our Turkish work for foreign-owned companies — contracts, signatories, shareholdings — uses this page as its entry point, so the Turkish answers to the questions above are stated here with their articles. The rules differ in ways that matter to a group running companies in both countries.

Four contract rules decide most of the money in a Turkish commercial agreement, and this page does not state their Montenegrin counterparts:

• Penalty clauses. A debtor who is a merchant cannot ask the court to reduce an excessive contractual penalty — TTK Art. 22. The figure a Turkish company signs is, as a rule, the figure it pays.
• Liability exclusions. An advance exclusion of liability for gross fault is void — TBK Art. 115(1) — and where the service may only be performed under a licence, an exclusion even for slight fault is void — TBK Art. 115(3).
• Standard terms. Terms against the other party's interest become part of the contract only if it was clearly informed of them, able to learn their content, and accepted them; otherwise they are deemed unwritten, and so are terms foreign to the nature of the contract — TBK Art. 21. A group's global terms attached to a purchase order by reference are the usual casualty.
• Payment terms. Between businesses the agreed term may be at most 60 days from receipt of the invoice or the goods; a longer term needs express agreement that is not grossly unfair to the creditor, and is never allowed where the creditor is an SME or the debtor a large enterprise — TTK Art. 1530(5).

TTK is the Turkish Commercial Code No. 6102 and TBK the Code of Obligations No. 6098; the articles above were read on mevzuat.gov.tr on 27 September 2026. One further rule catches foreign subsidiaries in their pricing: contracts between Turkish residents may not, as a rule, be priced in foreign currency, and the exception for companies at least 50% owned or controlled by non-residents covers service and employment contracts where the company is the recipient of the service or the employer (Communiqué No. 2008-32/34 on Decree No. 32, Article 8, as checked on 11 September 2026). The detail sits in the notes these rules are drawn from: who can sign for a Turkish company, penalty clauses and the merchant rule, standard terms in Turkish B2B contracts, foreign currency clauses between Turkish residents and buying and selling shares and assets for a Turkish company. How the day-to-day counsel function runs for a Turkish operating company is in outsourced legal counsel in Turkey.

What ends a company nobody meant to end

Article 622(1) provides that compulsory liquidation is carried out over a company that fails to deliver its annual financial statements for two consecutive business years to the tax authority within the deadline set by the accounting legislation. Article 622(2) has the tax authority notify the registry, and Article 622(3) has the registry decide to open the procedure.

Article 623 describes what the company then is. Its organs continue to function, but the company may not conclude new legal transactions — it may only perform those already concluded, settle due obligations, current obligations and obligations to employees. Article 623(2) prohibits paying a dividend or distributing assets to members before the company is deleted from the register. Article 623(3) stays all court and administrative proceedings against it.

Two missed filings therefore do not produce a fine and a reminder. They produce a company that cannot trade, cannot distribute and cannot be sued to a conclusion. The routes out, and the difference between this and a voluntary wind-up, are set out in company dissolution routes.

What we do

On the Montenegrin side we act on the company file: incorporation and the founding act, share transfers and the pre-emption procedure, the registration that actually moves membership, statutes and members' agreements, meeting and board procedure, signing authority and its registration, related-party approvals, director appointments and removals, minority positions and withdrawals, capital changes, mergers and divisions, and the wind-up routes.

On the Turkish side we act for foreign-owned companies on the questions in the section above: who may sign on each side, share and asset transfers and their approvals, and the payment, penalty, liability, standard-terms and currency clauses of their commercial contracts.

We also act where the company law question is really a compliance question — whether the company has become an obliged entity under the anti-money-laundering regime, and what that puts on its board. That analysis is on our AML and regulated entity side and starts from the obliged entity list and its supervisors. Larger acquisitions are run from our M&A page.

What we do not do here is quote a corporate tax position. Montenegro's rate is progressive, not a single figure, and the answer for a group depends on residence, withholding and — above a threshold — the global minimum tax. That analysis sits on our international tax page. Residence permits for owners and directors are a separate statute with their own conditions, set out under Montenegro residence permit services.

If your company is forming, buying, restructuring or closing in Montenegro, or signing in Türkiye, send us the statute or articles, the current registry extract and the draft you are about to sign. We will tell you which of the articles above decides it, and what has to change before anything is signed or filed.