This article describes Montenegro company law on requirements and procedure to register a private limited company in Montenegro.
Incorporating a company in Montenegrois fast, easy, and free from unnecessary red-tape. Montenegro is consistently ranked as one of the best places in the world for doing business. This guide explains the requirements and procedure to register a private limited company in Montenegro. It covers the following topics:
Montenegro company registration requirements consist of:
Shareholding. A company must have a minimum of 1 and a maximum of 50 shareholders who can be local or foreign persons. Shareholders can be natural persons or corporate entities.
Share Capital. The minimum paid-up capital to set up a company is 1 EUR. A company can increase its share capital at any time by injection of additional capital.
Directors. Both Montenegro-resident and foreign-resident persons can be directors of a Montenegro company. Corporate directors are not permitted.
Company Secretary.The company does not have to appoint a qualified company secretary.
Registered Address. Each company is required to have a local registered address in Montenegro. The address cannot be a PO box.
Company Name. The name of the company must be approved before proceeding with the registration of the company.
The registration procedure is online, quick, and efficient. There are three main tasks:
Before registering, all Montenegro companies must first have their name approved. The name approval is a simple online procedure and the company name is subject to the following guidelines:
Key facts to keep in mind for the name approval process:
After the name approval and before applying for company registration, a company must get the following documents ready:
In compliance with the international regulations, the following information should be checked:
Note that the exact list of required documents may vary ased on their internal procedures.
Note: All documents must be in in the Montenegrin language or officially translated into in the Montenegrin language.
Once the incorporation documents have been prepared, a company can be officially registered . The company has been registered for a maximum of 7 days
Read our survey: Is Montenegro the right place to incorporate a company?
In order to make the process smooth, it is best to have the following documents readily available before you start the incorporation. If you are unable to obtain some of these documents easily, please contact us and we may be able to recommend alternatives.
For each Officer, Shareholder and Beneficial Owner of the proposed company:
If the shareholder is a corporate entity, the following documents will be required for the corporate entity:
„I have had an excellent experience working with SELECTA.com. Your team ensured a smooth incorporation for my company from start to finish. I am especially impressed with your online system that dramatically simplified the documents submission, verification, and signing. The online access to all my company documents is very convenient. Would recommend your service to everyone without any hesitation!“
Montenegro Company Registration for
Foreign Individuals or Foreign Companies
Montenegro Company Registration for Montenegro Citizens and Residents
For Existing Montenegro Companies
When registering, a company must adopt a company constitution, previously referred to as the Memorandum and Articles of Association (MAA). New companies can choose to create a custom constitution or use the model company constitution provided by SELECTA.
The company constitution provides the rules and procedures that govern the company. Furthermore, it outlines the purpose of the company and the rights and responsibilities of the company. Minimum requirements for matters that must be addressed in a company constitution:
The company’s name
A statement expressing that the liability of its members is limited
The full names, addresses, and occupations of the first shareholders of the company and
a statement stating that the first shareholders wish to form the proposed company on the terms of the Constitution and they agree to take a stated number of shares in the capital of the company.
In practice, a typical constitution will also outline how the company is run on a day-to-day basis by providing rules that govern:
Documents Issued by SELECTA on successful Registration
Upon successful registration of the company, SELECTA will issue the following documents:
The BizProfile (often also known as Company Extract) is a PDF document that contains the following key details about the company:
After you have registered the company, you can officially start doing business under its name immediately. There are a few post-incorporation activities that you should also complete as follows:
Can a foreigner incorporate a company in Montenegro? Can a foreigner own 100% of the equity of a Montenegro company?
Yes, and yes. Shareholders of a Montenegro company can be any of the following:
Any of these shareholders can own 100% of the equity of a Montenegro company.
Foreigners are free to form companies in Montenegro and are not required to relocate to Montenegro for this purpose; they are free to operate their company from overseas. The company director must have a residence permit.
Is a one-person company allowed in Montenegro?
Yes, a company can be owned and operated by a single person; i.e., a person can be the sole shareholder and director of a company.
I am a foreigner and want to set up a company in Montenegro. What are the minimum legal requirements for registering a Montenegro company by a foreigner?
The legal requirements to register a Montenegro company are the same for Montenegroans and foreigners. They are as follows:
We are a foreign company and want to establish a subsidiary in Montenegro. What are the requirements for registering a subsidiary company in Montenegro?
A subsidiary company is simply another locally registered company with a corporate shareholder. Therefore the same requirements as listed above apply.
Will I need to visit Montenegro to incorporate my company?
No. With our online system, we can incorporate your company without being in Montenegro. We can perform all necessary tasks remotely.
However, please note that Montenegro banks will require you to visit Montenegro and meet with them face to face to open a corporate bank account. To establish a bank account, most of our customers plan a visit to Montenegro after incorporating the company.
Can you explain the incorporation process step-by-step?
The procedure for incorporating a Montenegro company with us is straightforward as described in this incorporation process flowchart.
How long will it take to register my Montenegro company?
Montenegro company registration consists of a number of steps and the typical timelines for each step is described below. Please keep in mind that some of these timelines are dependent on you, so if you take longer to assemble the necessary information, the corresponding step may take longer.
Thus, the total time can be anywhere from 1 day to a few days. The duration primarily depends on the speed at which the client can act.
Do I need to appoint a corporate secretary for my Montenegro company?
No, Montenegro company no must appoint a corporate secretary.
I am a foreigner and I don’t have a person in Montenegro who can act as the local resident director for my proposed company? How do I satisfy the local director requirement in this case?
You can use our Nominee Local Director service to satisfy this requirement. Most foreigners who set up a company in Montenegro and are not relocating to Montenegro use this option.
Can I appoint the local director and registered address for the company after incorporation of the company?
No. Montenegro’s corporate regulations state that you can not register a company unless you provide details of the local director and registered address for the company. Therefore, you have to establish this information prior to incorporation.
Can we run the company from overseas or must I relocate to Montenegro?
You are free to operate your company from overseas or from Montenegro. Keep in mind that if you are a foreigner and wish to relocate to Montenegro to run your company, you must obtain the appropriate immigration visa that will allow you to live and work in Montenegro.
Can I act as the local director after I relocate to Montenegro?
Yes, after you have obtained a valid work pass, you can appoint yourself as the local resident director for the company.
What are the reporting requirements for Montenegro private limited companies? What do I need to report and how often?
For more details, see annual filing requirements for Montenegro companies.
Is it a big deal if I don’t file these annual returns?
Yes. Although the government makes starting and operating a Montenegro company very easy and straightforward, it expects all companies to comply with its regulations. Serious penalties can apply in case of non-compliance.
What is the approximate cost that I will incur for maintaining my Montenegro company?
Your routine annual cost for maintaining your Montenegro company will consist of:
Will I need to register my company for WAT?
No necessarily. If your turnover will exceed 18.000EUR then you are required to register for WAT.
If desired, you can voluntarily register for WAT at any time.
For more details, see our WATregistration guide.
Will my company need to obtain any licenses before commencing operations?
For most industries in Montenegro, you do not have to obtain a license before commencing operations. However, certain industries do require a license before commencing activities. Examples include employment agencies, financial services firms, travel agencies, restaurant business, etc. You can find more information here.
Can I register a Montenegro-specific domain name after I register my company?
Yes, you can.
How does Montenegro enan I register a Montenegro-specific domain name after I register my company?Sure that its companies are not used for Terrorism Financing or Money Laundering?
Montenegro government requires corporate service providers to conduct “Know Your Client” (KYC) due diligence on every client before they register a company for the client. The KYC procedures are designed to comply with FATF’s AML/CFT guidelines.
Is Montenegro on the OECD’s list of „Non-Cooperative Countries or Territories“? Is it considered a tax haven by OECD or other such bodies?
No, and no. Montenegro fully complies with OECD initiatives for preventing tax avoidance. It is not considered to be a tax haven by any international organization.
What information is publicly available about a Montenegro company?
Montenegro maintains a public register of all companies. The name, address, and ownership information of a company is available to the public through this register.
Can I nominate someone else as the director or shareholder of the company if I don’t want to be listed in public records?
Yes, you can. However, as part of the AML/CFT regulations, Montenegro’s corporate regulations require the disclosure of all beneficial owners and controllers of a company in a private register. This register is accessible only to law enforcement agencies and not to the general public.
I have read the term UBO at a few places; what does it mean?
UBO stands for Ultimate Beneficial Owner. This is a term that is defined as part of Montenegro’s Anti Money Laundering (AML) and Combating Financing of Terrorism (CFT) regulations. Montenegro’s corporate regulations require the disclosure of all beneficial owners of a company.
A UBO is an individual who benefits from the ownership of the company and has control over the company through voting power, but ultimately is not involved in the management of the company. Use of the terms “ultimately owns or controls” and “ultimate effective control” refer to situations in which the ownership or the control is not direct but is exercised through a chain of ownership or by means of control other than direct control.
What assistance does Montenegro provide to startups?
Montenegro provides one of the most welcoming environments for startups.
In Montenegro, the government agency that oversees company registration and ongoing compliance is called the Central Register of Business Companies (CRPS). CRPS oversees and enforces Singapore company law.
All Montenegro companies are registered through CRPS’s online filing and information retrieval system .
Foreigners are required to engage the services of a CRPS to register a company in Montetnegro.