Company Formation in Montenegro

A new Law on Companies (Zakon o privrednim društvima, Official Gazette 90/25) and a new Law on Registration of Business and Other Entities (Zakon o registraciji privrednih i drugih subjekata, 92/25) apply from 1 January 2026 (Law on Companies art. 635; Registration Law art. 48). The Law on Companies replaced the 2020 law (65/20, 146/21 and 4/24) from that date (art. 634). Both were amended by 121/25 and again by Official Gazette 44/26 of 27 March 2026, in force on publication. Tax rules sit in the sibling skills linked below.

Common entity types

• Forms. Business activity is carried on by a company, an entrepreneur (preduzetnik) or a part (branch) of a foreign company. The company forms are the general partnership (ortačko društvo), the limited partnership (komanditno društvo), the joint-stock company (akcionarsko društvo, a.d.) and the limited liability company (društvo sa ograničenom odgovornošću, d.o.o.) (Law on Companies art. 2(1), (4)).
• Limited liability company (d.o.o.). The most common vehicle. Capital is divided into shares (udjeli) held by one or more members, and a d.o.o. may have at most 30 members (art. 358). A single-member d.o.o. is allowed (art. 360). Members are not liable for the company's obligations, unless the law says otherwise; the company is liable with all its assets (art. 16(1), (3)).
• Joint-stock company (a.d.). A share-capital company for larger ventures, with a minimum capital of EUR 25,000 (art. 137(2)). Shareholders are not liable for the company's obligations (art. 16(3)).
• Partnerships. Partners in a general partnership, and general partners in a limited partnership, are liable jointly and without limit with all their assets (art. 16(2)).
• Entrepreneur (preduzetnik). A natural person with legal capacity who carries on a business for profit on his or her own account. The business can be the person's main activity (an unemployed person) or a supplementary one (a person who is employed); a supplementary entrepreneur may not employ anyone (art. 84). The entrepreneur is liable with all of his or her property, and the liability does not end when the entrepreneur is struck off the CRPS (art. 93). An entrepreneur pays personal income tax on business profit: see montenegro-income-tax.
• Branch of a foreign company (dio stranog privrednog društva). A part of a company founded and registered outside Montenegro that does business in Montenegro through it. Each branch is registered in the CRPS (art. 546(1)-(3)), within 30 days of being set up (art. 547(1)), and must do business under Montenegrin rules (art. 546(4)). For its tax as a permanent establishment, see me-cross-border.
• Who can be a founder. Any natural or legal person with legal capacity, "domaće ili strano" (domestic or foreign) (art. 7(1)). Art. 7 sets no nationality or residence condition for founders, so a d.o.o. can be 100% foreign-owned.
• Tax by form. A d.o.o. or a.d. pays corporate profit tax at 9%, 12% and 15% (bands EUR 100,000 and 1,500,000): see me-corporate-income-tax. An entrepreneur with a main activity pays personal income tax at 0%, 9% and 15% on annual bands of EUR 8,400 and 12,000, or 15% flat on a supplementary activity: see montenegro-income-tax.

All companies, entrepreneurs and branches register in the Central Register of Business and Other Entities (CRPS) (Law on Companies art. 5(1)). The CRPS is kept by the state administration body for taxes, the Tax Administration (Poreska uprava) (Registration Law art. 4).

Share capital, steps and timeline

Item	Rule or amount	Source
Minimum share capital, d.o.o.	EUR 1	Law on Companies art. 361(2)
Minimum share capital, a.d.	EUR 25,000; the cash part paid in may not be lower than this	Law on Companies art. 137(2)-(3)
Maximum members, d.o.o.	30	Law on Companies art. 358(2)
CRPS fee: founding, change or deletion of an entrepreneur, partnership, d.o.o. or branch	EUR 15	CRPS fee decision (116/25) art. 2(1)(1)
CRPS fee: founding, change or deletion of an a.d.	EUR 50	CRPS fee decision art. 2(1)(3)
CRPS fee: change for a restructuring or a change in capital	EUR 50	CRPS fee decision art. 2(1)(2)
CRPS fee: name reservation or transfer	EUR 15	CRPS fee decision art. 2(1)(7)
CRPS fee: electronic extract or certificate	EUR 10	CRPS fee decision art. 2(1)(8)
Name reservation period	90 days from the registration decision	Registration Law art. 30(2)
CRPS decision on a complete application	within 10 working days; within 5 working days where all founders are natural persons using the prescribed forms of founding act and statute that the CRPS publishes (art. 39(1) item 24). The authority may extend the time for a complex case and must tell the filer why. From 1 January to 26 March 2026 the original art. 27(1) set 3 working days	Registration Law art. 27(1)-(2), (6), as replaced by 44/26 art. 3; original art. 27(1) of 92/25
Registering any later change	within 7 days of the change	Registration Law art. 19(7)
Branch of a foreign company	register within 30 days of setting it up	Law on Companies art. 547(1)

Steps to form a d.o.o.:

1. Reserve the name (optional). A name reservation is registered for 90 days and can be transferred to another person while it lasts (Registration Law art. 30).
2. Sign the founding act and statute. The founding act is a founding contract where two or more persons found the company, or a founding decision where one person does. It can be on paper or electronic. On paper, all founders sign it with certified signatures under the law on certification of signatures; electronically, all founders sign with a qualified electronic signature or seal. Where real estate is contributed, the founding act cannot be electronic. A d.o.o. and an a.d. also have a statute; an a.d. statute on paper also needs certified signatures. Both acts are registered in the CRPS (Law on Companies art. 8, as replaced by 44/26 art. 2).
3. Pay in the capital. Payment can be made electronically without the founder being present, unless the contribution is in kind (art. 10(7), as replaced by 44/26 art. 3). Paying into a bank in an EU member state and filing an electronic bank proof of payment (art. 10(8) and (9)) apply only from Montenegro's accession to the EU (art. 633, as amended by 44/26 art. 7).
4. File with the CRPS. The application is filed electronically on a single form with the founding documents (Registration Law art. 19(1), (2), (5)). A d.o.o. or a branch can be formed fully online, with no physical presence at any stage; the authority can ask for presence only where there are concrete signs of identity misuse, money laundering or doubt about capacity or authority (Law on Companies art. 10(1), (10)-(11), as replaced by 44/26 art. 3). The fee is due on the day the application is filed (Registration Law art. 42(2)).
5. Registration and PIB. Before registering, the CRPS checks the founding act and statute, the minimum capital, the activity, the number of members and the filer's authority (Law on Companies art. 5(9), as replaced by 44/26 art. 1). The registration decision gives the company its registration number and tax identification number (PIB) (Registration Law art. 27(7)). The company becomes a legal person on the day of registration (Law on Companies art. 6(1)).
6. Beneficial owners. Enter the beneficial owners in the Register of Beneficial Owners within 8 days of registration in the CRPS (see below).
7. VAT. Register for VAT when supplies pass EUR 30,000 (see below); voluntary registration is possible below it: see montenegro-vat.

Existing companies. Companies and entrepreneurs registered before 2026 had to align their organisation with the new Law on Companies and register the changes in the CRPS by 15 June 2026 (art. 630(1), as amended by 44/26 art. 6). A company that has not done so, or that has not filed its annual financial statements, is given the status "registered inactive" and published on the CRPS list (Registration Law art. 12).

Fines for late or false registration. EUR 500 to 20,000 for the company, EUR 150 to 1,500 for the person authorised to file, and EUR 150 to 6,000 for an entrepreneur (Registration Law art. 44).

Core annual compliance

• Annual financial statements. Filed with the Tax Administration on paper and electronically by 31 March of the current year for the previous year (Accounting Law 84/25, art. 42(1)). Micro and small entities file a balance sheet, an income statement, simplified notes and a statistical annex (art. 42(7)). Consolidated statements are due by 31 May (art. 42(2)). The Tax Administration publishes the statements on its website (art. 42(6)). Fine for late filing: EUR 2,000 to 20,000 for the company and EUR 600 to 2,000 for the responsible person (art. 64(1)(33) and (2)).
• Corporate income tax return. Filed, and the tax paid, within three months after the end of the tax period, so by 31 March 2027 for calendar year 2026. The balance sheet and income statement go with the return (Corporate Profit Tax Law art. 40(3)-(4)). Detail: me-corporate-income-tax.
• Register of Beneficial Owners. Kept by the Tax Administration. Companies, branches of foreign companies and other legal persons enter their beneficial owners within 8 days of registration in the CRPS or the taxpayer register, and every change within 8 days; they confirm the data once a year by 31 March. Entrepreneurs and listed joint-stock companies are excluded (Law on the Prevention of Money Laundering and Terrorist Financing 110/23, art. 43(2)-(5), as amended by 59/26 art. 27). Each such entity must name at least one natural person employed by it and living in Montenegro, or a Montenegrin-registered company that is an obligor under art. 4(2)(13) indent 2, who is authorised to enter the data and answers the authorities' questions on beneficial ownership (art. 43(9), added by 59/26 art. 27). Fine for a late entry, a missed annual confirmation or no designated person: EUR 8,000 to 80,000 for the legal person and EUR 1,000 to 8,000 for the responsible person (art. 137(1), points 82 to 84, and (3), as replaced by 59/26 art. 68).
• VAT registration and returns. A person whose supplies in the last 12 months, or a shorter period, exceed EUR 30,000 must apply for VAT registration by the 20th of the following month (VAT Law art. 55(1)). Monthly VAT returns are filed electronically by the 15th of the following month, even with no VAT due (art. 35(2)-(3)). Detail: montenegro-vat.
• Payroll. A company with employees files the monthly IOPPD report by the 15th for the previous month: see montenegro-payroll.

Sources

Source	URL	Read on
Law on Companies (Zakon o privrednim društvima), Official Gazette 90/25, arts. 2, 5, 6, 7, 8, 10, 16, 84, 93, 137, 358, 360, 361, 546, 547, 630, 634, 635	https://www.sluzbenilist.me/propisi/384356/download	2026-10-30
Law amending the Law on Companies, Official Gazette 121/25	https://www.sluzbenilist.me/propisi/386046/download	2026-10-30
Law amending the Law on Companies, Official Gazette 44/26, arts. 1 to 8 (record page)	https://www.sluzbenilist.me/propisi/392363	2026-10-30
Official Gazette 44/26, full issue (27 March 2026)	https://www.sluzbenilist.me/registri/392368/download	2026-10-30
Law on Registration of Business and Other Entities, Official Gazette 92/25, arts. 4, 12, 19, 27, 30, 42, 44, 48	https://www.sluzbenilist.me/propisi/384520/download	2026-10-30
Law amending the Law on Registration of Business and Other Entities, Official Gazette 121/25	https://www.sluzbenilist.me/propisi/388235/download	2026-10-30
Law amending the Law on Registration of Business and Other Entities, Official Gazette 44/26, art. 3 (new art. 27), in force 27 March 2026 (record page)	https://www.sluzbenilist.me/propisi/392355	2026-10-30
Government decision on CRPS fees (Odluka o visini naknade u Centralnom registru privrednih i drugih subjekata), Official Gazette 116/25, arts. 2 and 5	https://www.sluzbenilist.me/propisi/385533/download	2026-10-30
Accounting Law (Zakon o računovodstvu), Official Gazette 84/25, arts. 42 and 64	https://www.sluzbenilist.me/propisi/384020/download	2026-10-30
Law on the Prevention of Money Laundering and Terrorist Financing, Official Gazette 110/23 (amended by 65/24, 24/25, Constitutional Court decision 41/26, 59/26 and 150/26; only 24/25 and 59/26 touch art. 43), art. 43	https://www.sluzbenilist.me/propisi/365058/download	2026-10-30
Law amending the Law on the Prevention of Money Laundering and Terrorist Financing, Official Gazette 59/26, arts. 27 and 68	https://www.sluzbenilist.me/propisi/393672/download	2026-10-30
Corporate Profit Tax Law, Ministry of Finance consolidation through 88/24, art. 40	https://wapi.gov.me/download/8826962a-3806-4619-afa4-0029b0a57afb?version=1.0	2026-10-30
VAT Law, Ministry of Finance consolidation through 12/26, arts. 35 and 55	https://wapi.gov.me/download/795cb7a3-2699-44bd-baa6-b11802121045?version=1.0	2026-10-30

Not yet confirmed: how long opening a bank account and the post-registration tax setup take in practice (the old file's three to four weeks was a practitioner estimate); who certifies paper signatures on a founding act (notary or another body under the law on certification of signatures); and whether the 31 March 2026 deadline for 2025 financial statements and tax returns was extended because of the move to IRMS (the old file cited a press report of an extension; no official notice was read). The Tax Administration's IRMS guidance on forming companies gives a 120-working-day name reservation and a three-working-day CRPS decision. The three days were the law until 44/26 took effect on 27 March 2026; the laws above (90 days; 10 working days) are used instead.