Guide to incorporating a local Montenegro company
In this article I will explain the conditions and procedure for registration of a private limited liability company in Montenegro.
Establishing a company in Montenegro is quick, easy and without unnecessary bureaucracy. Montenegro is consistently ranked as one of the best places in the world for business. It covers the following topics:
- What are the conditions for registration of a company from Montenegro
- Steps for registering a Montenegrin company
- What documents you must have before registering a company
- What official documents are available to you after company registration
- What tasks do you have after registering a company
- Frequently Asked Questions
- About CRPS, What is the Central Register of Montenegrin companies
- What steps to take next
What are the conditions for registration of a company from Montenegro
Montenegro company registration requirements consist of:
- Company name. Before proceeding with company registration, the company name must be approved.
- Shareholding. The company must have a minimum of 1 and a maximum of 50 shareholders who can be domestic or foreign persons. Shareholders can be natural or legal persons.
- Directors. Both persons residing in Montenegro and foreign persons may be directors of a Montenegrin company. Corporate directors are not allowed
- Share capital. The minimum paid-in capital for the establishment of a company is 1 EUR. A company can increase its share capital at any time by injecting additional capital.
- Company Secretary. The company does not have to appoint a qualified company secretary.
- Registered address. Every company must have a locally registered address in Montenegro. Address cannot be a mailbox.
Steps for Registering a Montenegro Company
The registration process is online, fast and efficient. You have three main tasks:
- Approval of the company name
- Preparation of a document for company registration
- Company registration procedure
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- Is Montenegro the right place to incorporate your business?
- How can a foreign company register in Montenegro?
- Annual compliance requirements for Montenegro companies
- Montenegro visas and immigration
- Corporate tax in Montenegro
Step 1: How to check the company name
Before registering, you must check the company name. It is a simple online procedure, and the company name is subject to the following guidelines:
- The name cannot be identical to an existing business in Montenegro
- The name must not infringe on any trademarks
- The name cannot be obscene or vulgar
- The name must not have been reserved by another company
What are the key facts to keep in mind for the name approval process:
- CRPS usually approve a name in less than an hour.
- The name cannot have business words such as “finance”, “legal”, “bank”, “broker” or “school”.
- Once a name is reserved, the company can keep it for up to 30 days. If he does not start the procedure of opening a company within that period, the name is free and can be reserved by another person.
Step 2: What documents to prepare for company registration
Before submitting an application for company registration in the Central Register of Companies, you must prepare the following documents:
The company’s constitution, formerly known as the Articles of Association. You can adopt a standard Montenegrin company, which is acceptable to most companies and consists of terms that are considered fair to all parties involved in the establishment.
To perform the duties of a director, you must obtain a signed consent for each director
You must have identification and residence information for each shareholder and employee of the company
You need to know that the list of required documents may differ depending on their internal procedures.
According to international regulations, you must check the following information:
- Verification of documents confirming identity and address
What is the professional background of the stakeholders and employees of the proposed company
You need to know that the list of required documents may differ depending on their internal procedures
Note: All documents must be in Montenegrin or officially translated into Montenegrin.
Step 3: Company Registration Procedure
Once you have prepared the founding documents, you can submit a request to the Central Registry. The company was registered in a maximum of 7 days.
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Other company registration documents
To make the procedure easier, it is best to have the documents available before you start the registration procedure. If some of these documents cannot be obtained easily, contact us and we may be able to recommend alternatives.
For each employee, shareholder and beneficial owner of the proposed company you must have:
- Copy of passport
If the shareholder is a legal entity, the following documents will be required for the legal entity:
- Excerpt from the company
- Company name, registration number and registered address
- Paid-in capital and data on all shareholders and directors
- Business activities that the Company is engaged in
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Foreigner Package
Montenegro Company Registration for
Foreign Individuals or Foreign Companies
Local Package
Montenegro Company Registration for Montenegro Citizens and Residents
Transfer Package,
For Existing Montenegro Companies
What official documents are available after company registration
Company constitution
After registration, the company must adopt the company’s constitution. You can accept a custom constitution or use the company constitution model we recommend.
The company’s constitution regulates the rules and procedures that govern the company. It also describes the rights and responsibilities and purpose of the company. These are the minimum requirements for issues that the company’s constitution must address:
- Company name
- A statement expressing that members’ liability is limited
- Full names, addresses and occupations of the first shareholders of the company and
a statement stating that the first shareholders wish to establish the proposed company in accordance with the provisions of the Constitution and agree to take over the specified number of shares in the company’s capital.
Also, a typical constitution provides rules governing:
- Issuance and sale of shares
- Company meetings
- Company directors
- Company
- Secretary
company seal - Financial report
- Dividends
- Liquidation
What documents do you get
After registering the company, you will receive the following documents:
- Certificate of incorporatio
- Company profile (BizProfile)
BizProfile (often known as a company extract) is a PDF document that contains the following key company details:
- Company identification information such as company name, registration number (known as a single entity or UEN), date of establishment, etc.
- Basic activities
- Share capital
- Details of directors
- Details of the company secretary
- Shareholder details
- Company address
- Compliance status
What are the tasks after company registration
After registering the company, you can immediately officially start business. These are the activities after the establishment that await you:
- Open a corporate corporate bank account. There are a large number of possibilities for such an account in Montenegro. WE can recommend banks that suit your needs.
- If necessary, apply for business licenses. In Montenegro, most industries do not require a license. However, if your business requires a license, we can help you get a license.
- If you are planning to move to Montenegro, apply for an appropriate visa. We can help you.
- Comply with Montenegrin corporate regulations. We can provide you with advice on regulatory, financial, tax and corporate issues.
Company Registration FAQs
The shareholders of the Montenegrin company can be:
- local individual,
- a nd foreign person,
- Local legal entity or
- Foreign legal entity.
Any of these shareholders can own 100% of the capital of the Montenegrin company.
Foreigners are free to register a company in Montenegro. They do not have to move to Montenegro for this purpose; they can run their company from abroad. The director of the company must have a residence permit.
Yes, a company can be owned by one person and the company can be managed by one person; ie. One person can be one shareholder and a director of the company.
The legal requirements for registering a Montenegrin company are the same for Montenegrins and foreigners. They are as follows:
- The company must have a local address as the registered address of the company,
- The company must appoint a director and
- The company must have a minimum share capital of EUR 1.
The subsidiary is simply another locally registered company with a corporate shareholder. Therefore, the same requirements as above apply.
No. With our network system we can establish your company without a residence in Montenegro. We can perform all the necessary tasks remotely.
However, keep in mind that Montenegrin banks will ask you to visit Montenegro and meet with them face to face to open a corporate account. To open a bank account, most of our customers plan to visit Montenegro after the company is established.
The procedure for registering a Montenegrin company with us is simple as described on our website.
The registration of a Montenegrin company consists of several steps. Each step is described on the website. You need to know that some of these deadlines are up to you. If you need more time to gather the necessary information, the appropriate step may be longer.
- Providing information on the structure of the company and supporting documents: Anywhere from 1 hour to several days (depending on the client).
- “Meet your customer” (KYC) checks by corporate service providers in accordance with the law: 1 day
- Booking company name: Less than 1 hour
- Preparation of a set of founding documents: 24 hours
- Client overview and signatures on a set of documents: Anywhere from 1 hour to several days (depending on the client and the number of signatories involved)
- Connection to the SELECTA system: 1 hour
So the total time can be from 1 day to several days. The duration primarily depends on the speed at which the client can act.
No, a Montenegrin company does not have to appoint a corporate secretary.
We suggest you use our appointed local director service. This opportunity is used by most foreigners who have founded a company in Montenegro and are not moving to Montenegro. .
No. Montenegrin corporate regulations say you cannot register a company unless you provide details of the local director and the registered address of the company.
You are free to manage a company from abroad or from Montenegro, of your choice. You need to know that if you want to move to Montenegro, you must obtain a residence permit that will allow you to live and work in Montenegro.
Yes, after you have received a residence permit, you can be the director of the company.
Basically:
- You must submit the annual refund to the registrar of companies from Montenegro
- You must file an annual income tax return with the Montenegrin tax authority
If you are interested, take a look at the annual applications for Montenegrin companies.
Yes. All companies must comply with Montenegrin regulations. Failure to comply can result in serious penalties.
These are the annual maintenance costs of the Montenegrin company:
– Annual cost of the registered address of the company
– The cost of appointing a local director. This cost can vary between $ 800 and $ 3,200.
– Annual cost of accounting services This cost can vary between $ 500 and $ 3,000.
If you are interested in more details, see our price list.
No. If your turnover will exceed 30,000EUR, then you must register for WAT.
If you wish, you can volunteer to register for WAT.
If you are interested in more details, see our guide for WAT registration.
You do not need a license for most industries. Some industries need a license before starting activities such as. travel agencies, employment agencies, restaurant business financial services companies, etc. More information can be found here.
Montenegro requires corporate service providers to conduct a detailed “Know Your Customer” (KYC) check on each client before registering a company for a client. KYC procedures are designed in accordance with the FATF BPPN / BPFT guidelines.
No. Montenegro fully complies with the OECD initiative to prevent tax evasion. No international organization considers Montenegro a tax haven.
The Central Registry of Montenegro keeps a public register of all companies. The name, address and ownership data of the company are available to the public via the website of the register.
Yes you can. You should know, as part of the AML / CFT regulations, Montenegrin corporate regulations require the disclosure of all beneficial owners of the company.
UBO stands for Ultimate Beneficial Owner. This is a term defined as part of the Montenegrin regulations on the prevention of money laundering (AML) and the fight against terrorist financing (CFT). Montenegrin corporate regulations require the disclosure of all beneficial owners of the company. The individual who benefits from ownership of the company is UBO. UBO has control over the company through voting power, but in the end is not involved in the management of the company, so ownership is exercised through control that is not direct control.
YES. Montenegro provides assistance to companies through lending on favorable terms.
The Montenegrin government agency that oversees company registration is called the Central Register of Companies (CRPS).
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