Incorporate a Company in Montenegro: Administrative Procedures

Published on and written by Cyril Jarnias

Montenegro, a small Balkan country on the Adriatic Sea, is attracting more and more foreign entrepreneurs thanks to its business-friendly environment and advantageous tax system. If you are considering setting up your business there, here is a detailed guide to the administrative steps to follow to create your company in Montenegro.

An Attractive Legal Framework for Foreign Investors

Montenegro has established a regulatory framework that is particularly open to foreign investment. Company registration procedures have been simplified in recent years to facilitate the establishment of international companies.

Montenegrin legislation offers several advantages to foreign entrepreneurs:

  • No restrictions on foreign ownership of companies
  • Possibility to obtain a residence permit for up to 2 years for managers
  • Accelerated procedures for innovative companies
  • Creation of a special register for startups

The government has also established a controlled testing environment (sandbox) for certain innovative sectors like fintech. This allows companies to test new products or services within a relaxed regulatory framework.

Good to know:

Montenegro offers a very favorable legal framework for foreign investors, with simplified procedures and specific benefits to attract international entrepreneurs.

Main Steps to Create Your Montenegrin Company

Setting up a company in Montenegro follows a well-defined multi-step process. Here are the main steps to take:

1. Choose Your Company’s Legal Form

The first step is to select the legal status most suitable for your project. The most common forms for foreign investors are:

  • Limited Liability Company (D.O.O.)
  • Joint Stock Company (A.D.)
  • Branch
  • Representative Office

The D.O.O. (equivalent to an LLC) is the most commonly used form as it offers a good balance between simplicity and partner protection. The minimum required capital is only €1.

2. Reserve Your Company Name

You must then check the availability of your chosen company name with the Central Registry of Business Entities (CRPS). The name reservation is valid for 120 days.

3. Prepare the Incorporation Documents

  • Company statutes
  • Incorporation decision
  • Founders’ identification documents
  • Proof of share capital

4. Complete the Official Registration

The complete file must be submitted to the CRPS. Registration typically takes 5 to 10 business days. Registration fees amount to approximately €10-15.

5. Obtain Necessary Licenses and Permits

Depending on your activity, you will need to obtain specific licenses from the competent authorities. This step can take 2 to 4 weeks.

6. Register with Tax and Social Security Authorities

Once the company is created, you must register it with the tax administration and the social security fund within 8 days.

Good to know:

The company formation process in Montenegro is relatively fast, with an average timeframe of 5 to 10 days for official registration. The total cost of the procedures is approximately €50 to €100.

Essential Documents for Your Incorporation File

The precise list of required documents depends on the chosen legal form. Here are the main documents required to create a limited liability company (D.O.O.):

Company-Related Documents

  • Company statutes signed by all founders
  • Company incorporation decision
  • Proof of share capital payment (bank statement)
  • Lease agreement or proof of ownership for the registered office
  • Director’s signature specimen

Founder-Related Documents

  • Copies of passports or ID cards
  • Extract from the commercial register for legal entities
  • Power of attorney if the founder is represented

Director-Related Documents

  • Director’s CV
  • Copy of passport or ID card
  • Declaration of acceptance of duties
  • Clean criminal record certificate

All these documents must be provided in Montenegrin or translated by a sworn translator. Some foreign documents will need to be legalized or apostilled.

Good to know:

It is recommended to hire a local lawyer to prepare your incorporation file. This will ensure that all documents comply with Montenegrin legal requirements.

Specifics According to the Chosen Legal Structure

Each legal form has its own specificities in terms of documents and procedures. Here are the main differences to know:

Limited Liability Company (D.O.O.)

  • Minimum capital: €1
  • Number of partners: 1 to 30
  • Liability limited to the amount of contributions

The specific documents to provide are the statutes and the incorporation decision.

Joint Stock Company (A.D.)

  • Minimum capital: €25,000
  • Possibility to issue shares
  • More complex governance structure

You will additionally need to provide a share issuance prospectus and proof of payment of the minimum capital.

Branch

  • Decision to create the branch by the parent company
  • Parent company statutes
  • Proof of registration of the parent company in its country of origin

Representative Office

  • Decision to create the office by the parent company
  • Office activity program
  • Proof of funds allocated for the office’s operation

Good to know:

The limited liability company (D.O.O.) is generally the most suitable form for starting a business in Montenegro. It offers a good balance between simplicity of formalities and partner protection.

Post-Incorporation Steps Not to Overlook

Once your company is officially created, several steps remain to make it fully operational:

Opening a Bank Account

  • Crnogorska Komercijalna Banka (CKB)
  • Erste Bank
  • Hipotekarna Banka
  • Company registration certificate
  • Statutes
  • Identification documents of signatories
  • Proof of company address

Obtaining Specific Authorizations

  • Tourism license for accommodation activities
  • Authorization from the Medicines Agency for the pharmaceutical industry
  • Central Bank license for financial activities

Setting Up Accounting

Every Montenegrin company must maintain accounting in accordance with local standards. It is recommended to hire a local accountant to assist you with this task.

Tax and Social Security Declarations

  • Monthly VAT declaration
  • Quarterly social security contributions declaration
  • Annual corporate tax declaration

Good to know:

It is highly recommended to be assisted by a local expert (lawyer, accountant) to manage these post-incorporation steps. This will ensure full compliance with Montenegrin regulations.

Tax Benefits for Companies in Montenegro

Montenegro offers a particularly attractive tax regime for companies, making it a popular destination for establishing foreign companies.

A Very Competitive Corporate Tax Rate

The corporate tax rate is only 9%, one of the lowest in Europe. This rate applies to profits made by companies fiscally resident in Montenegro.

Furthermore, newly created companies can benefit from a full corporate tax exemption during their first years of operation in certain economic development zones.

Tax Incentives for Investment

The Montenegrin government has implemented several incentive measures to encourage investment:

  • 25% tax credit for investments in fixed assets
  • Exemption from customs duties for equipment import
  • Subsidies of up to 50% of eligible costs for certain investment projects

An Advantageous VAT Regime

The standard VAT rate is 21%, but reduced rates of 7% and 0% apply to certain goods and services. Companies with an annual turnover below €18,000 are exempt from VAT.

Favorable Tax Treaties

Montenegro has signed double taxation avoidance treaties with many countries, including France. These agreements prevent double taxation of income and offer reduced withholding tax rates on dividends, interest, and royalties.

Good to know:

The Montenegrin tax regime is particularly attractive for companies, with a corporate tax rate of only 9% and numerous investment incentives. This makes it a prime destination for establishing foreign companies.

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About the author
Cyril Jarnias

Cyril Jarnias is an independent expert in international wealth management with over 20 years of experience. As an expatriate himself, he is dedicated to helping individuals and business leaders build, protect, and pass on their wealth with complete peace of mind.

On his website, cyriljarnias.com, he shares his expertise on international real estate, offshore company formation, and expatriation.

Thanks to his expertise, he offers sound advice to optimize his clients' wealth management. Cyril Jarnias is also recognized for his appearances in many prestigious media outlets such as BFM Business, les Français de l’étranger, Le Figaro, Les Echos, and Mieux vivre votre argent, where he shares his knowledge and know-how in wealth management.

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