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REQUIRED DOCUMENTS AND PROCESS GUIDE FOR SETTING UP A COMPANY IN MONTENEGRO

Required Documents by Company Type in Montenegro

Before conducting commercial activities in Montenegro, you need to choose the most suitable company type for your business model and accurately determine your field of activity (main activity code). This is because the document structures and capital requirements demanded by official authorities vary depending on the company model you choose.

1. Required Documents for Establishing a Limited Liability Company (D.O.O.) in Montenegro

   The most preferred company model by foreign entrepreneurs in Montenegro is the Limited Liability Company (D.O.O.). After choosing a unique and legally usable name for your company, you need to prepare the following information and documents to complete the registration process:

   • Information of Founders and Shareholders: Identity, notarized passport copies, and residency information of the company partners.
   • Manager Information: Identity and current address declarations of the authorized manager and official representatives to be appointed to the company.
   • Share Distribution Document: Official agreement showing the partnership and share ratios of the shareholders in the company.
   • Minimum Capital Receipt: A receipt proving that the minimum required capital of 1 Euro for company establishment has been deposited into the bank.
   • Official Business Address: A registered, legal business address for the company within the borders of Montenegro (Virtual office or physical office lease agreement).
   • Activity Code and Contact: The sector code showing the company's main field of activity, official email address, and corporate phone number.
   
   

   Official Fees for Establishing a Limited Liability Company in Montenegro:

   • Company Seals: For two company seals to be used on official documents: 20 - 30 Euros
   • Commercial Court Registration Fee: 10 Euros
   • Official Gazette Announcement Fee: For the announcement of the company establishment: 3 Euros
   • Central Depository Agency (CRPS) Fee: On behalf of each founding partner: 6.05 Euros
   • Notary and Court Approvals: For the certification of the articles of association and authorization documents: 20 - 30 Euros
   
   

   Note: In addition to these basic fees, there will be extra service costs for the sworn translation of documents into Montenegrin and power of attorney processes.

2. Required Documents for Establishing a Joint Stock Company (A.D.) in Montenegro

   The steps to be followed and legal documents to be prepared for the registration and operationalization of Joint Stock Companies (A.D.), which are established for larger-scale investments and capital partnerships, are as follows:

   • Articles of Association and Incorporation Documents: Notarized legal registration documents that enable the company to gain legal personality.
   • Board of Directors and Corporate Appointments: Official decisions regarding the appointment of board members, independent auditors, company secretary, and general manager.
   • Identity and Social Security Records: Passport information and, if any, local social security numbers of all board members and directors.
   • Contact and Address Declarations: Current contact and residential addresses of all professionals involved in the management and audit of the company.
   • Declaration of Legal Compliance: A signed declaration stating that the company will fully comply with Montenegrin laws, commercial codes, and financial obligations.
   • Sectoral Licenses: Preliminary approvals to be obtained from relevant ministries depending on the line of business in which the company will operate.
   • Official Registry Application: Complete application form to be submitted to the Commercial Register of Montenegro (Centralni Registar Privrednih Subjekata - CRPS).
   
   

   Establishment Fees: 40 Euros for the tax office registration fee and 3 Euros for the Official Gazette announcement fee.

   After the joint stock company registration is completed, it is mandatory to print corporate seals, open commercial bank accounts on behalf of the company, and register the personnel to be employed with the tax office and social security system (ZOD).

3. Required Documents for Establishing a Limited Partnership Company in Montenegro

   In the Limited Partnership Company model formed by the gathering of limited and unlimited liability partners, the following documents must be submitted in accordance with the procedures prescribed by Montenegrin laws:

   • Founder and Manager Information: Identity, passport, and address information of all partners and the authorized manager who will direct and manage the company.
   • Partnership Agreement: An official document clearly specifying the rights, liability limits, and capital shares of limited and unlimited liability partners.
   • Initial Capital Document: A receipt or bank letter stating that the initial capital pledged by the partners has been deposited into the bank account.
   • Workplace Verification: A registered official business address in Montenegro; a lease agreement signed by the parties or a letter of consent from the property owner in case of renting the workplace.
   • Management and Operation Agreement: The articles of association detailing the internal operation principles, decision-making mechanisms, and management structure of the company.
   • Declaration of Regulatory Compliance: A written commitment guaranteeing that the company's activities will be carried out in accordance with Montenegrin commercial legislation.
   
   

   After the registration of the company in the commercial register is completed, bank account activation, official seal production, and tax and insurance entries of employees are finalized to proceed to the operational stage.

Special Permissions and Licenses Required to Establish a Company in Montenegro

Officially registering your company does not mean you can start operating directly in every sector. The Montenegrin government requires special licenses and permits in certain sectors to maintain market order and security:

• Tourism Sector: To open a tourism agency or a hotel business, a license must be obtained from the Ministry of Sustainable Development and Tourism of Montenegro. During the application phase, identity/passport photocopies, passport-sized photographs, and a Central Tourist Register entry form are required.
• Construction Sector: Before starting projects, a construction permit must be obtained from the relevant municipality. Prior to this process, it is mandatory to obtain the Urban and Technical Conditions (UTC) document showing the status of the land.
• Energy Sector: To operate in the field of energy production, transmission, or distribution, approval must be obtained from the Energy Regulatory Agency of Montenegro. The process includes technical competence, capacity, and environmental compliance analyses.
• Finance and Banking: Companies that will offer banking, credit, or brokerage services are required to obtain a license from the Central Bank of Montenegro. The business plan, capital adequacy, and the financial history of the founders undergo a strict examination.
• Games of Chance: A license must be obtained from the Games of Chance Administration of Montenegro for gambling, betting sites, or online gaming (iGaming) activities. A physical presence, a local company requirement, and high financial guarantees are sought.
• Food and Agriculture: Businesses that will operate restaurants, food production, or importation must comply with the standards of the Ministry of Agriculture and Rural Development of Montenegro and health/hygiene codes (HACCP, etc.).

To Summarize;

• Strategic Advantage: Montenegro offers unique opportunities for those wanting to open a company in Europe, thanks to its EU accession process, low tax rates, and the Free Trade Agreement with Turkey.
• Company Types and Documents: A minimum capital of 1 Euro, a passport, and a business address are sufficient to establish a Limited (D.O.O.) company; while Joint Stock Companies (A.D.) require more comprehensive board appointments and sectoral licenses.
• Professional Support: Utilizing global corporate consulting services like IfasTurk to flawlessly navigate bureaucratic processes such as the language barrier, tracking official fees, and obtaining a legal address makes the process significantly easier.

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Mesut SENEL | IfasTurk CEO

Independent Accountant Financial Advisor