The basic legislation on incorporation and registration of business organizations is the Law on Business Organizations.

This Law shall regulate the forms of organization pursuing economic activities and their registration.

According to the Law, business organizations and entrepreneurs shall carry out economic activity.

In addition to a joint stock company and limited liability company, the forms of organization pursuing economic activities shall be:

  • the individual entrepreneur;
  • the general partnership;
  • the limited partnership;
  • the foreign company branch.

Joint stock company and limited liability company shall acquire the status of a legal person on the day of their registration. Branches of a joint stock company and limited liability company shall not have the status of a legal person.

The forms of organization pursuing economic activities registered in accordance with this Law shall be obliged to obtain a license prior to commencing their business activity, if the license is envisaged by a separate regulation. The license shall not be a condition for registration in accordance with this Law.

 

The registration of business entities in Montenegro is conducted with the Central Register of Business Entities (CRBE), specialized office of the Tax Administration.

Since 2011, the new business entities have been able to register any economic activity in one place. With an introduction of a one-stop system, business entities are enabled when conducting registration in the CRBE to be automatically registered in the register of the Statistical Office, the Register of Taxpayers, the Register of Customs Payers and the Register of Value Added Tax Payers and Excise Taxpayers, in case they want it.

All business entities from the moment of registration in the CRBE become members of the Chamber of Commerce of Montenegro.

 

The process of incorporation and registration of a limited liability company (LLC) is defined in the Law on Business Organizations.

Before file is submitted to the Central Registry of Business Entities (CRBE) for registration, the following documents and evidences must be created:

1. Copies of the identity card of founders (in case founders are citizens of Montenegro), or a certified copy of the passport if founders are foreigners.

2. Articles on Association, in 2 copies, certified by a public notary.

3. Articles on Incorporation for a multi-member company (if the company is established by several founders), or Decision on Incorporation for a single-member company (if the company is established by one founder). Whatever is the case, document must be delivered in 2 copies, certified by a public notary. The incorporation agreement states the founding stake (which may be in cash, goods and rights), as well as the percentage ratio of the founders in the management and distribution of profits. The monetary fraction of the founding stake for the establishment of an LLC must be at least €1.00.

4. Evidence that an administrative fee has been paid to the account of the Tax Administration, with purpose of registration of the company.

5. Evidence that an administrative fee has been paid to the account of the Official Gazette of Montenegro, with purpose of registration of the company.

6. Evidence that an administrative fee has been paid to the account of the Central Depository Agency, with purpose of obtaining extract from the Central Depository Agency.

7. Registration form of CRBE.

8. Registration form of the Tax Administration (with purpose of VAT payer and excise duty payer registration).

After obtaining the CRBE’s company registration certificate, company must do the following:

  • to make a seal;
  • to open a bank account;
  • to register workforce at the Tax Administration.

The process of incorporation and registration of a joint stock company (JSC) is defined in the Law on Business Organizations.

The monetary fraction of a founding stake for the establishment of an JSC must be at least €25 thousand. A bank, stock exchange, the company for management of the investment funds and the company in charge of conducting the insurance activities are registered as joint stock companies. An initial capital for the establishing of a bank amounts to at least EUR 5 million, at least EUR 100 thousand for a stock exchange, for the company managing investment fund at least EUR 175 thousand and the company to conduct insurance activity at least EUR 2 or 3 million, depending on the kind of insurance for which the company is registered.

Before file is submitted to the Central Registry of Business Entities (CRBE) for registration, the following documents and evidences must be created:

1. Copies of the identity card of founders (in case founders are citizens of Montenegro), or a certified copy of the passport if founders are foreigners.

2. Articles on Association, in 2 copies, certified by a public notary.

3. Articles on Incorporation for a multi-member company (if the company is established by several founders), or Decision on Incorporation for a single-member company (if the company is established by one founder). Whatever is the case, document must be delivered in 2 copies, certified by a public notary. The incorporation agreement states the founding stake (which may be in cash, goods and rights), as well as the percentage ratio of the founders in the management and distribution of profits.

4. Decision of the Central Depository Agency, on issuing of share capital from the Central Depository Agency.

5. Decisions on the appointment of the Board of Directors, auditors, secretary and executive director.

6. Evidence that an administrative fee has been paid to the account of the Tax Administration, with purpose of registration of the company.

7. Evidence that an administrative fee has been paid to the account of the Official Gazette of Montenegro, with purpose of registration of the company.

8. Registration form of CRBE.

9. Registration form of the Tax Administration (with purpose of VAT payer and excise duty payer registration).

After obtaining the CRBE’s company registration certificate, company must do the following:

  • to make a seal;
  • to open a bank account;
  • to register workforce at the Tax Administration.

MONTENEGRO COMPANY
Integrated Corporate Services Provider 
Law Firm Jovovic, Mugosa & Vukovic

 

81000 Podgorica | Slobode 16 | Montenegro
Phone: +382 20 672 671 | Fax: +382 20 672 672
Email: info@montenegro-company.com

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