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.