What are the types of legal entities I can register in Montenegro?
The following entities can be registered in Montenegro:
- the sole proprietorship;
- the general partnership;
- the limited partnership;
- the limited liability company;
- the joint stock company.
Our lawyers in Montenegro are able to help foreign and local investors open any of the company types available in this country.
What are the particularities of each company type in Montenegro?
The Montenegro sole proprietorship is usually formed by a single entrepreneur who has the same personality as the entity he/she is ruling. That is the reason why is risky to open this type of entity, in case of liquidation the personal assets can be used to cover the debts. As an advantage, no minimum share capital must be delivered at registration.
Quite similar are the two forms of partnership that the investors can open in Montenegro, the general partnership (Ortako drutvo) and the limited partnership(Komanditno drutvo). The founders of this type of entities are not obliged to deliver a minimum share capital but it must consider the fact that if are part of a general partnership or the general partner in a limited partnership their personal assets are not covered in case of liquidation. The limited partners from a limited partnership must deliver a contribution to the entity and are liable for the entity’s debts only in the limit of that contribution. Unlike the general partners, the limited partners don’t have any decisional powers. If a partnership remains without general partners it must be dissolved.
The investors owning a capital are advised to open one of the two forms of business available for small, medium or large businesses: the companies which may be limited or joint stock companies. Our attorneys in Montenegro can give your more details about these legal structures.
The limited liability company (Drutvo s ogranienom odgovornou) requires only 1 Euro as a minimum share capital and the company may be formed by at least one shareholder. The total number of the shareholders cannot exceed 30. The liability of these members is limited by their contribution to the capital and their personality is not the same as the one of the company. The capital is divided into non-transferable shares and the management is assured by a director appointed by the highest instance in the company, the general meeting of the shareholders.
A joint stock company (Akcionarsko drutvo) is similar to the limited liability company but it is designed for large businesses. The shareholders must contribute with at least 25.000 EUR paid in cash at registration. The major decisions are taken by the General Meeting of the shareholders which appoints a Board of Directors as managing body. Besides this, the company’s accounting books are verified by an auditor which must be appointed.
What are the steps for incorporation of a company in Montenegro?
There are a few steps which have to be accomplished before beginning any commercial activity of the Montenegro entity. The process begins with the certification of the company’s foundation agreements. These notarized documents must be delivered to the Register along with a standard application for obtaining the registration certificate, TIN (tax identification number), VAT tax number and customs authorization. If the company will have employees, they have to be registered for Health and Pension at Tax Administration counter. The company’s seal must be obtained in order to operate daily transactions. The last steps consist in opening a bank account and notifying the competent inspection authority and the municipal authority in charge of economic affairs.
What is the minimum share capital of DOO and AD in Montenegro?
A Montenegro limited liability company (DOO) needs only the symbolic amount of 1 EUR while a large business such as the joint stock company (AD) requires 25.000 EUR.
What documents are required for the incorporation of a company in Montenegro?
- the notarized memorandum of association and articles of association;
- a list with all the company’s members and their function;
- details regarding the executive director;
- the name of the company;
- registered address and the correspondence address (if not the same);
- the name of the company’s representative;
- written consent of the members of the board for their appointment(if available);
- a proof that the registration fee was paid.
Other documents may be requested depending on the business and our Montenegro lawyers can help you during this phase.
How quickly can I incorporate my company in Montenegro?
With the help of our specialized lawyers in Montenegro which are familiar with all the required procedures, the process of company incorporation in Montenegro doesn’t take longer than 12 working days. All businessmen interested in starting a business in the country are invited to contact our Montenegro law firm for professional company formation services.
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