Montenegro has introduced a new Company Law aimed at modernizing corporate operations and aligning the business environment with European Union standards. This reform is intended to create greater transparency, improve shareholder protections, and enable more efficient digital procedures. The law enters into life in 2025 and applies fully from 1 January 2026, with a three-month transition period for companies to harmonize their internal acts with the new rules.
KeyChanges
1. Stronger Corporate Governance
The new law provides clearer decision-making rules for Limited Liability Companies (DOO). Articles of association must now include more detailed governance structures, voting procedures, and obligations of members. Minority shareholder protections are strengthened, ensuring fair participation and transparency.
2. Digitalization of Company Procedures
The company incorporation process can now be completed fully online using electronic signatures. Each company will be required to register an official email address with the Central Registry of Business Entities (CRPS). The use of traditional company stamps (pečat) is no longer mandatory, supporting smoother electronic documentation and communication.
3. More Control Over Capital Contributions
Valuation rules for non-cash contributions are tightened. If the value of the contribution changes before it is officially transferred, a new valuation may be required. Creditors and minority shareholders are given clearer rights to challenge inappropriate valuations, which increases the reliability of stated share capital.
4. Clearer Rules for Ownership and ShareTransfers
The process of transferring shares to third parties is clarified, including pre-emptive rights of existing members. Regulations surrounding company-owned shares, withdrawal of members, and exclusion scenarios have also been made more transparent and consistent.
Compliance Timeline
Effective date: 1 January 2026. Transition period: Companies have three months to update statutes and internal documents and register changes with CRPS.
What Businesses Should Do Now
1. Review and update company statutes andinternal legal acts.
2. Ensure readiness to sign and submit documents electronically.
3. Verify valuation documentation for any planned or past non-cashcontributions.
4. Review share transfer provisions and member exit procedures to ensurecompliance.
How Ekonomik Accountants Can Assist
Ekonomik Accountants can review your company documentation, identify required updates, prepare harmonized Articles of Association, and handle CRPS submissions on your behalf to ensure full compliance ahead of the transition deadline.
contact@ekonomik.me for more info or go to our contact page by clicking here.