Open a Company in Montenegro

 

Montenegro is a very appealing investment destination which is why many foreign investors from EU and non-EU countries come to open companies here. Starting a business in Montenegro implies several steps and respecting the local legislation, which is represented by the Company Law.

 

We invite you to read below about the procedure of opening a company in Montenegro. We are a law firm specialized in assistance foreign investors interested in setting up their own businesses in Montenegro.

 

Our Montenegro lawyers can help investor select a business form and register it with the local authorities. In case you need assistance for opening a company in a different country, for example setting up a company in Vietnam, our partners are at your disposal.
 

We can also answer questions about immigration to Montenegro for investors.

 

Businessmen who would like to invest in Montenegro should know the main types of companies available in this country. The following entities can be registered in Montenegro:

 

 

Other types of business entities which can be set up by foreign companies this time, are the subsidiary company (which can take the form of a limited liability company), the branch office and the liaison office which are suitable for foreign companies seeking to have full control over the operations. A particularity of the representative office is that it cannot complete economic activities in Montenegro.

Our lawyers in Montenegro are able to help foreign and local investors open any of the company types available in this country. For privileged people who desire a residency card, the Montenegrin government introduced a citizenship-by-investment program (CIP) in the summer of 2018. Donate €200,000 (non-refundable) to the development fund of the Montenegrin government. And put €250,000 (in the underdeveloped north of Montenegro) or €450,000 (in the developed southern, coastal area) into a development project that has been given the go-ahead. It's vital to note that the number of openings through Montenegro's CIP is highly restricted, so do not wait to apply if you want a high-quality Montenegrin passport for a fraction of what other nations charge.

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.

 

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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.

 

We have also created a scheme on how to open a company in Montenegro:

 

The Memorandum and Articles of Association of Montenegrin companies

 

•  information about the shareholders and company directors (personal or corporate details, depending on whether they are natural persons or corporate entities);
•  the complete legal address of the Montenegro company (street and number);
•  information about the share capital and its division among the shareholders, as well as the types of shares issued;
•  information about the company’s main object of activity and about other secondary activities, if any;
•  information about the general annual meeting and other agreements among the shareholders.

 

Shareholders in companies in Montenegro

 

 

Company management when opening 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. Our lawyers can give more details about all the taxes available in Montenegro and can assist you when opening a company in this country.

 

Foreign investors will also need to apply for a visa or residence permit, in most cases. Our immigration lawyers in Montenegro can give you details.

 

Opening a company bank account in Montenegro

 

1.        the specific application form or forms issued by the Montenegro bank;
2.        the Articles of Association of the company or other documents attesting the opening of the company;
3.        the Certificate of Registration issued by the Trade Register in Montenegro;
4.        the personal information of the company representative who will be the contact point for the authorities;
5.        the contract which shows the deposit of the share capital with the respective bank;
6.        the specimen signature of the person in charge of the management of the account;
7.        the tax registration certificate issued by the tax authorities 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.
 

A founder must deliver the following documents in order to register a new business:

 

 

Other documents may be requested depending on the business and our Montenegro lawyers can help you during this phase. There are several methods to get residence in Montenegro, including education, charity, employment authorization, marriage, real estate acquisition, business establishment, or medical need. Obtaining a temporary residence permit, which is simple to renew each year, is the first stage. After five years, you can apply for a permanent residence permit, and if you own property, you can consider yourself to be a permanent resident. Our immigration lawyers can help you get a residence permit in Montenegro, get in touch for their services.

One of the last parts related to opening a business in Montenegro is hiring employees. Before starting this procedure, the company must register as an employer with the authorities in Montenegro which fall under the supervision of the Ministry for Labor and Social Welfare.

 

The Employment Law provides for each person hired to work under an employment contract which must contain specific provisions related to the rights of employers and employees. In the case of foreign workers, labor permits are required.

 

Our lawyers in Montenegro can offer detailed information on the employment legislation. We are also at the service of those interested in obtaining citizenship in Montenegro. Dual citizenship is generally prohibited in Montenegro. The renunciation of prior citizenship is an obligatory condition under article 8.2 of the Citizenship Law unless a bilateral treaty specifies otherwise. There are a few instances where this rule does not apply. One of the exclusions relates to those who had dual citizenship before the declaration of Montenegro's independence on June 3, 2006. If you are interested to learn about other exceptions, get help from our lawyers. They can help you get citizenship in Montenegro.

Company registration fees in Montenegro

 

•  the company registration fee, which will include the Trade Register’s fee and the drafting and notarization fees for the incorporation papers;
•  the tax and employment registration fees – these procedures are completed at the same time;
•  the monthly and annual costs associated with the employees’ salaries;
•  the registered address fees, if the business owner chooses a virtual office – these costs are lower than the costs of a traditional office.

 

Company registration services offered by our lawyers 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. 

 

According to recent statistics, Montenegro:

 

 

All businessmen interested in starting a business in the country are invited to contact our Montenegro law firm for professional company formation services. 

 

We can also assist clients interested in immigration to Montenegro.