Company formation in Montenegro

 Introduction

The procedure for company formation in Montenegro is taken in front of the Central Register of the Commercial Court.

A one-counter operating system allows business entities by registering in the Central Registry of Business Entities to be automatically registered in the register of the Department of Statistics , the register of taxpayers and customs payers, the register of payers of value added tax (VAT) and excise taxpayers.

Montenegrin law permits the establishment of six types of companies, the most common being: Entrepreneur, Limited Liability Company (d.o.o.), Joint Stock Company (a.d.), General partnership (o.d.), Limited partnership (k.d), and Part of a foreign company.

Foreign legal and natural persons have the right to establish a company in Montenegro under the same conditions as nationals.

The most common forms of companies are:

• limited liability company (LLC);
• joint stock company (JSC).

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Establishment of a limited liability company

The process of establishing a limited liability company (LLC) in Montenegro is defined in the Law on Business Organisations.

When registering an LLC, it is necessary there are certain documents that the Central Registry of Business Entities requires you to submit:

• Articles of Incorporation of the company. Please pay attention to the provisions of this document if you are not the sole founder of the company.
• The decision to the establishment of the company or an incorporation agreement (depending if the company is established by one founder or more than one);
• Pay 10 euro into the account of the Tax Administration, account number: 832-3161-26, payment purpose: registration of LLC;
• Pay 12 euro into the account of the Official Gazette of MNE, account number: 520-941100-57, payment purpose: registration of LLC. Payment slip example on the website of CRBE;
• Certify the decision/agreement in 2 copies at the court, or by a notary;
• Extract from the Central Depository Agency. When taking over the extract, it is needed to submit a copy of the identity card of the founder or a certified copy of the passport if the founder is a foreigner and a payment slip in the amount of €2.93 paid to the bank account of CDA: 510-8092-14, payment purpose: extract fee;
• A copy of the identity card (if the founder is a Montenegrin national) or a certified copy of passport (if the founder is a foreign national). Certify at the court or by a notary;
• Fill in the application of the company to start registration, download the registration form – PS 01; Tariff number – if the company wants to import and export products, when filling in the PS-01 form, it is necessary to mark the column numbered 15.4. Customs Register on the back page, in order for the company to be registered at the Customs Administration, on the occasion of which a tariff number is received;
• If the company wants to apply for registration of taxpayers for value-added tax (VAT), the PR VAT – 1 form will be filled in and submitted together with other documents required for setting up a business;
• If the company wants to apply for registration into the register of excise duty payers, the AKC – P form will be filled in and submitted together with other documents required for setting up a business;
• Submit the collected and certified documents (Articles of Incorporation, certified decisions/agreements in 2 copies, CDA’s decision, copy of the ID or certified passport in 2 copies, payment slips and the application for registration, form pr pdv-1/akc-p) to the Central Registry of Tax Administration, Marka Miljanova 54, 81000 Podgorica, Tel: +382 (0) 20 230 858, e-mail: crps@t-com.me, working hours 08:30 – 12:00;
• When submitting documents, a certificate will be issued including the number of the decision, to be presented together with an identification document on the occasion of collecting the certificate of registration, seven days from the date of filing the application.