The Central Register of the Commercial Court is in charge of business registration. It has an electronic database of registered business entities, contracts on financial leasing and pledges.

Since May 2011 new business entities are able to register in one place any economic activity. 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 . With changes in the regulations electronic registration of companies is enabled through the portal www.euprava.me.

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).

 

All regulations regarding the establishment, operation and taxation system are compliant with European standards with benefits for foreign investors.

 

The deadline for registration with the Commercial Court is a maximum of 4 days, while other duties (statistics – company registration number, entry into the tax records, opening a current account, registration in customs records) are completed within a maximum of 3 days.

a.       Establishment of a limited liability company

 

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

 

When registering an LLC, it is necessary to download and submit the following to the Central Registry of Business Entities:

 

  • Step 1. Develop Articles of Incorporation of the company, download an example of articles of incorporation for a single-member company (if the company is founded by one founder);
  • Step 1.1. Download an example of Articles of Incorporation for a multi-member company (if the company is established by several founders);
  • Step 2. Draw up a Decisionon the establishment of the company (if the company is established by one founder), download an example of the Decision on the Establishment;
  • Step 2.1. Develop an incorporation agreement (if the company is established by several founders), download an example of the incorporation agreement;
  • Step 3. Pay 10 euro into the account of the Tax Administration, account number: 832-3161-26, payment purpose: registration of LLC. Payment slip example on the website of CRBE;
  • Step 4. 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;
  • Step 5. Certify the decision/agreement in 2 copies at the court, or by a notary;
  • Step 6. 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. Payment slip example on the website of CRBE;
  • Step 7. 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;
  • Step 8. 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;
  • Step 9.0. 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 businesses;
  • Step 9.1. 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 businesses;
  • Step 10: 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.

 

After obtaining the company registration certificate, it is necessary to do the following:

  • make a seal;
  • open a bank account;
  • register workers at the Tax Administration.
 
The incorporation agreement states the founding stake (which may be in cash, goods and rights), as well as the percentage ratio of the founders in the management and distribution of profits. The founding stake for the establishment of an LLC is at least €1.00.
b.      Establishment of a joint-stock company
 
The process of establishing a joint-stock company (JSC) is defined in the Law on Business Organisations.
 
When registering a joint-stock company, it is necessary to download and submit the following to the Central Registry of Business Entities:
 
  • Step 1. Develop Articles of Incorporation of the company, download articles of incorporation for a joint-stock company;
  • Step 2. Develop a founding act of the joint stock company and certify it at the court, or by a notary. Download an example on the incorporation agreement of the joint-stock company;
  • Step 3. Develop a decision on the appointment of the Board of Directors, auditors, secretary and executive director;
  • Step 4. Take out a decision of the Securities Commission (minimum founding stake is €25,000.00);
  • Step 5. Pay to the account of the Tax Administration 50.00 euro, bank account: 832-3161-26;
  • Step 6. Pay to the account of the Official Gazette of MNE 12.00 euro, bank account: 520-941100-57;
  • Step 7. Fill in the registration form PS01, download an example of the PS01 form;
  • Step 8. Submit the collected and certified documents (Articles of Incorporation, certified decisions/agreements in 2 copies, certified copies of the ID or passport, application for registration in 2 copies, decision of the Securities Commission, founding act, payment slips) to the Central Registry of the Commercial Court, 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 on the occasion of collecting the certificate of registration, seven days from the date of filing the application.
 
After obtaining the company registration certificate, it is necessary to do the following:
 
  • make a seal;
  • open a bank account;
  • register workers at the Tax Administration.
 
Note:
 
  • If the company wants to apply for registration as a payer of value added tax (VAT), the PR PDV-1 form will be filled in, and then submitted together with other documents required for registration;
  • If the company wants to apply for entry into the register of excise duty payers, the AKC-P form will be filled in, and then submitted together with other documents required for registration.
 
The founding stake for the establishment of a JSC is at least €25,000.00 and these funds are deposited by the founders with a commercial bank until the establishment of the company. After establishment of the company the funds are used for the company’s operations.
 
A limited liability company can be transformed into a joint-stock company.
www.crps.me  i www.poreskauprava.gov.me