Step-by-step procedure for forming a new company in Montenegro

In this guide, read the procedure for establishing a Montenegrin company and it provides a complete list of tasks and the procedure for registering a Montenegrin company.

Phase 1: Tasks before registration

Pre-registration to-do list can help you plan, organize and gather information for starting a business in Montenegro

Think about it, will you register a company yourself or hire a professional team?

Whether you want to apply or hire a professional corporate services firm. Since you do not know the legal regulations of Montenegro, I recommend hiring a professional company; such a company can help you in all stages of company registration: before registration, during company registration and post-registration tasks.

Propose possible names of companies

Before the company registration process, suggest several potential company names, as the name is subject to verification and approval by the Montenegrin company register. Apply these guidelines:

The name must not resemble the existing business name in Montenegro
The name must not be an undesirable name in the opinion of the registry; the name must not include vulgar or offensive expressions
The use of certain words such as “bank”, “insurance”, “university” and “education” requires additional permissions before proceeding with the setup of the Company.

The Registry may ask you to change the name of the company if anyone files a valid complaint that your name resembles the company or business name of the complainant.

Choose your company name carefully because it is an important decision from a marketing and branding perspective. Make sure the domain name is available for the selected company name.

What are the business activities?

The company can engage in all business activities using the Montenegrin classification of business activities. Some activities can be registered after obtaining licenses (health, schools, insurance, etc.) One business activity is registered as the main one. The company can engage in multiple business activities. It doesn’t matter what the main activity is.

Do I need permission?

For some jobs like hospital, school, insurance, banks, restaurants etc. a license is required. You should know in advance whether a license is required for your business and whether you will be able to meet the license requirements.

How much is the founding capital

The minimum initial capital is 1 EURO. An LLC can have a maximum of 30 shareholders. If there are multiple shareholders, you need to know their percentage. If it is a joint stock company, you need to know the class and structure of the shares.

Who can be directors in a company?

A Montenegrin company must have one executive director. In addition to the CEO, a company may have one or more persons to represent the company. be registered with at least one director. If you are a business owner, you can act as a director of your company. Additional directors can be added at any time later according to the needs of your company. An executive director who is a foreigner must have a residence permit. Or, you can hire a local director. Talk to your professional service company to decide which is the best option.

What is the address of the company

A company address is the legal address of your company. Receipt of mail can be at another address. All government correspondence is sent to this address. If you have hired a professional firm, it will usually offer a registered address as a package service.

The company's statute is mandatory

The company’s statute is a mandatory legal document. The Articles of Association determine the details of the name of the company, shareholders, shareholder rights, directors, powers of directors, registered office, collection procedures, dividend payment procedures, etc. The new company can use the sample of the Constitution made available by the Montenegrin company register.

Phase 2: Three steps to register

It only takes 4 days to open a new company. The procedure can be done in the following 3 simple steps.

Check the company name

Before registering a new company in Montenegro, the company name must be reserved. Therefore, first apply for a company name reservation. If the proposed company name does not conflict with any existing name and does not fall into the category of unwanted names, it should take only 10-15 minutes for the company name approval to be obtained. Once approved, the name will be reserved for you 60 days from the date of approval.

Application for company registration

There is still no company registration online. Documents are submitted to the Central Registry in person at the registry office or by mail.
You must specify the following in the application:
business activities
shareholders and issued shares
company director
seat
company constitution

It is easier for you to use a professional service company. It can help you ensure that the data in your application is accurate and complete. Please note that company registration may take longer than four days if additional government documentation is required.

Decision on registration from the Central Registry

If the documents are in order, you will receive a registration decision confirming the registration of a new company in Montenegro. The decision on registration can be taken over personally by the director or proxy of the registry archives.

When you receive the Registration Decision, the registration of your company is complete!

Phase 3: Obligations after registration

After registering a company in Montenegro, you should perform several more important tasks. Liabilities are divided into two categories: short-term and long-term. Short-term tasks should be completed within a few days of establishment, while long-term tasks should be performed continuously each year your company exists.

Tasks after registration soon

These are the obligations you should complete soon after registering your Montenegrin company:

Company seal
Open a bank account
Issuance of share certificates
Statutory books
Business licenses, if required
Appoint an auditor, if necessary
Register for VAT, if required
Engage their leader
Business insurance, if required

Permanent tasks

You will need to meet certain ongoing compliance requirements. Failure to comply with the law may result in penalties and may adversely affect your company’s reputation. Here is a list of common requirements for compliance:

Annual application with the Montenegrin company register
Annual tax return with the Tax Administration of Montenegro
Timely notification of the company register of any changes in the legal structure of the company
Discovering the director
Compliance with the Companies Act, the Labor Act, the Data Privacy Act, the Financial Reporting Standards, the applicable rules and regulations of business licenses

If you need help with registration and manage the timing of your Montenegrin company please contact us immediately.

Final Thoughts

Establishing a new company in Montenegro is not very complicated. The company can be registered in a few days. We recommend that you seek the help of a corporate services company to make sure that everything is done in accordance with the law.