Montenegro offers a vibrant economy that is concentrated solely on fostering development in the wake of the conflict of the nineties and the country’s separation from Serbia in 2006. 

This entails luring businesspeople by making it as simple as possible to establish a firm in Montenegro. Here is all you need to learn about the frameworks and regulations for forming an LLC in Montenegro, from the registration procedures to the documents you will have to submit.

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The Company Law in Montenegro

The Corporate Bill is the major legislation in the country that governs enterprise establishment. It states that anyone, domestic or foreign, with the necessary qualifications, may start an enterprise. Furthermore, Montenegro also made the Global Trade Code functional, which clarifies the terms under which international companies are constituted as well as outlines their powers and responsibilities. 

Procedures required for incorporation 

In Montenegro, an LLC can be established with a minimum of one stakeholder and a maximum of 30 shareholders. The initial investment puts a restriction on the participants of a D.O.O.’s responsibility. Although there is no baseline share capital requirement, the organization must register a credit line that will be utilized for a variety of activities. A D.O.O.’s capital is split into units that cannot be transferred. The corporation holds an annual meeting of investors to appoint the managers who make all the decisions required to carry on daily operations.

The following steps must be followed to register a business in Montenegro:

  1. Name

First, pick a unique name for your business that hasn’t already been filed in the commercial registry.

  1. Founding documents 

Create and submit the company’s founding documents, such as the articles of association. These documents provide all pertinent information about the company, including its shareholders, capital, and corporate activities.

  1. Business activity

The proprietor must decide the commercial activities of the company before incorporation. The activities also determine the registration process, such as if you require a particular type of permit or authorization.

  1. Location

Select an appropriate place inside the nation and file for registration. Make sure the location you pick makes it easy for people to find your business.

  1. Corporate account

The distinct corporate account must be set up in the name of the firm. The required capital amount shall be put into the account.

  1. Tax registration 

If the business’s annual turnover exceeds 18,000 euros, it must pay VAT. To legally function as an LLC in the nation, you must apply for a tax identification number.

  1. Pension registration 

The business must record any potential personnel for medical and retirement benefits at the Taxation department. The proprietors then order a stamp or mark as it is necessary for subsequent business dealings.

  1. Arrange documents 

Before an LLC may be registered with the appropriate authorities, the owner must compile and submit all necessary documents. Before submission, the materials must be professionally translated into Montenegrin.

  1. Inform the state officials 

In Montenegro, contacting the appropriate regulatory office and the local body in control of economic matters is the last step in the firm establishment process.

Incorporation requirements 

The following conditions must be met to register an LLC in the nation:

Documents 

The firm’s founding paperwork must first be verified at the basic jurisdiction before the business may be properly formed. The chosen name of the Montenegrin corporation is then verified electronically, and the petitioner is then required to provide all of the incorporation paperwork to the State Court. In Montenegro, the following papers must be submitted to register a business:

  • Articles of association;
  • Details of directors and shareholders;
  • Approved name of the firm;
  • Registered address;
  • Bank statements;
  • Tax registration proof;
  • Proof of submission of initial capital; and
  • Proof of processing fees. 

Shareholders

A stockholder can be any private individual or legal entity, domestic or international, under the Enterprise Regulations. A business must have a minimum of one investor, but based on the form to be registered, a maximum number is set in compliance with the number of securities distributed.

Shareholders have a variety of powers and responsibilities. They are required to attend the yearly business conference, which must be constituted upon the firm’s establishment. According to their financial investment, shareholders are liable to a portion of the income in the form of royalties and other payments.

Directors 

If a corporation is public, it must have at least three directors, and if it is private, it must have at least one. Before the firm is incorporated, the investors elect the directors because their credentials must be listed with the Commercial Registry. Nevertheless, during the regular yearly conference, one or more governors may be dismissed.

Permits 

The licensing process is among the most crucial steps in starting a corporation in Montenegro. All businesses must apply for a trade permit to the necessary state departments, i.e., the offices or agencies overseeing the sectors in which they intend to conduct their operations.

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