How to register a Montenegro company
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:
- Requirements for Montenegro Company Registration
- Steps for Registering a Montenegro Company
- Documents you need before Company Registration
- Official Documents available after Company Registration
- Tasks after the Company is Registered
- Frequently Asked Questions
- About ACRA, the Montenegro Company Registrar
- Next Steps
Requirements for Montenegro Company Registration
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.
Steps for Registering a Montenegro Company
The registration procedure is online, quick, and efficient. There are three main tasks:
- Name approval
- Document preparation
- Company registration
- Is Montenegro the right place to incorporate your business?
- How can a foreign company register in Montenegro?
- Annual compliance requirements for Montenegro companies
- Montenegro visas and immigration
- Corporate tax in Montenegro
Step 1: Get the Company Name Approved
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:
- The name cannot be identical to an existing business in Montenegro
- The name must not infringe on any trademarks
- The name cannot be obscene or vulgar
- The name must not have been reserved by another company
Key facts to keep in mind for the name approval process:
- It is typically approved in less than an hour.
- A name may be referred to another government authority for further approval if it contains certain regulated business words such as “finance”, “legal”, “bank”, “broker” or “school”. This can delay the name approval process by few weeks.
- Once approved, a company can reserve the name for up to 30 days. If it does not incorporate the name within that period, the name is released and can be reserved by another person.
Step 2: Prepare the Company Registration Documents
After the name approval and before applying for company registration, a company must get the following documents ready:
- Company Constitution, previously known as Articles of Association. You may decide to adopt the standard Montenegro company , which is acceptable for most companies and consists of terms that are considered to be fair for all parties involved in the incorporation
- Signed Consent to Act as a Director for each director
- Identification and residential address details for each shareholder and officer of the company
In compliance with the international regulations, the following information should be checked:
- Verification of identification and address proof documents
- The professional background of stakeholders and officers of the proposed company
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.
Step 3: Company registration
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?
Supporting Documents for Company Registration
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:
- Passport copy
If the shareholder is a corporate entity, the following documents will be required for the corporate entity:
- Company Extract from the Company
- Company’s name, Registration number, and Registered address
- Paid-up Capital and particulars of all Shareholders and Directors
- Business activities that the Company is engaged in
- Authorized Person Resolution passed by the director(s) of the shareholding company that includes the following:
- Authorization to hold shares in the proposed Montenegro Company
- Appointment of an Authorised Person to sign the Montenegro Company formation documents on behalf of the shareholding company
- An ownership structure chart that identifies the Ultimate Beneficial Owners (UBO) of the shareholding company. Identification documents for the key UBOs may be required for KYC due diligence.
YOU DELIVERED EXACTLY WHAT YOU PROMISED
„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
Official Documents available after Company Registration
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:
- Issuance and sale of shares
- Company meetings
- Company directors
- Company secretary
- Company seal
- Financial statements
Documents Issued by SELECTA on successful Registration
Upon successful registration of the company, SELECTA will issue the following documents:
- Certificate of Incorporation
- Company Business Profile (BizProfile)
The BizProfile (often also known as Company Extract) is a PDF document that contains the following key details about the company:
- Company identification details such as company name, registration number (known as Unique Entity Number or UEN), incorporation date, etc.
- Principal activities
- Share capital
- Directors details
- Company secretary details
- Shareholders details
- Company address
- Compliance statu
Tasks after the Company is Registered
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:
- Open a corporate bank account for your company. Montenegro has a large number of options for such an account. After your incorporation, our team will recommend banks that will be appropriate for your needs and make an introduction to the bank executives.
- Apply for any business licenses, if necessary. Montenegro’s business environment has minimal bureaucracy and most industries do not require a license. However, if your business is covered by a licensing requirement, we can assist you in obtaining it.
- If you or any of your foreign team members, plan to relocate to Montenegro, apply for a suitable visa. Again, we can assist you with this task.
- Ensure that you are staying in compliance with Montenegro’s corporate regulations on an ongoing basis. We can provide services to take away the burden of regulatory, financial, tax compliance, and corporate governance so you can focus on managing your business and enjoying the fruits of your hard work.
Company Registration FAQs
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:
- A local individual,
- A foreign individual,
- A local corporate entity, or
- A foreign corporate entity.
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:
- The company must appoint a local address as the registered address for the company,
- The company must appoint a director, and
- The company must have a minimum share capital of 1 EUR.
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.
- Providing information about company structure and supporting documents: Anywhere from 1 hour to a few days (depends on the client).
- “Know Your Client” (KYC) checks by Corporate Service Provider as required by law: 1 day
- Reservation of Company Name with SELECTA: Less than 1 hour
- Preparation of incorporation document set: 1 hour
- Client Review and Signatures on document set: Anywhere from 1 hour to few days (depends on the client and number of signatories involved)
- Incorporation with SELECTA: 1 hour
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?
- You must file an Annual Return with Montenegro company registrar
- You must file an annual corporate income tax return with Montenegro tax authority
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:
- The annual cost of corporate registered address, and nominee local director. This cost can vary between S$800 to S$3,200 depending on the specific services you need.
- The annual cost of accounting and tax filing services, such as bookkeeping, payroll, corporate tax filing. This cost can vary between S$500 to S$3,000 depending on the specific services you need. For more, see our services and fees.
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.
About Central Register of Business Companies
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.