Company formation in Montenegro
According to the Commercial Companies Act, business activities in Montenegro are conducted by entrepreneurs and commercial companies.
The following forms of business activity are possible:
- entrepreneur (preduzetnik);
- general partnership (ortačko društvo, ortakluk - OD);
- limited partnership (komanditno društvo - KD);
- joint-stock company (akcionarsko društvo - AD);
- a limited liability company (društvo sa ograničenom odgovornošću - DOO);
- a branch of a foreign company.
A limited liability company (DOO) in Montenegro may be established by at least one shareholder and the total number of shareholders may not exceed thirty.
The liability of the company's shareholders is limited to the amount of capital contributed.
Although the company does not require a minimum share capital, you must open a bank account that will be used to carry out the transaction.
The company's capital is divided into non-transferable shares. The general meeting of shareholders is the highest instance in the company.
The board elected by the general meeting makes all necessary decisions to conduct business.
The Montenegrin company as advisor in real estate investment in Poland will be active on the investment property market.
The joint-stock company (AD) is a company for large enterprises due to the fact that it requires a large amount of capital of 25,000 EUR and shares may be publicly traded.
The main decisions are made by the general meeting of shareholders at which the company's management board is elected.
The company is a legal person whose assets and liabilities are fully separated from the shareholders.
The company is responsible for its obligations with all its assets.
Shareholders are not liable for the company's obligations.
Joint stock company may be established for a definite and indefinite period.
A foreign investor may establish a commercial company in Montenegro (alone or with other shareholders); may establish a branch of a foreign company; acquire shares in a commercial company; buy a commercial company.
Registration of a limited liability company in Montenegro
To register a limited liability company, you need the following documents:
1. the founding act
2. company statute
3. list of founders, company members, managers and board members
4. name of the president
5. name, registered office address and correspondence address, if different
6. a list of the company's proxies along with a statement whether it is an independent or joint proxy
7. a statement by the members of the board (if they have already been elected) that they agree to take up their functions
8. confirmation of payment of administrative fees.
Company acquires the status of a legal person upon entry into the register.
The tax administration issues confirmation of registration.
The official journal publishes information on name of company and address of company, the name of the president, the names of the members of the board (if elected), the date of signing the founding act and adopting the statute, and date of registration.
All changes and additions to the memorandum, status or other document or data that the company has provided to the register should be provided within 7 days of the date of their implementation.
Providing data is the responsibility of the president.
Amendments to the statute or act of incorporation shall enter into force on the date of entry in the register.
A limited liability company is required to provide the Registry with the following information:
- amendment to the statute or act of incorporation;
- change of name and registered office and correspondence address;
- appointment, dismissal and details of persons elected as members of the management board, administration or other authorized persons, if any.
A list of the company's proxies should be attached together with a statement whether it is an independent or a joint proxy;
- liquidation of the company;
- dissolution of the company by the Commercial Court;
- the appointment of a liquidator, his identity, qualifications and entitlements not listed in the Act on commercial companies and the company's statute;
- the amount of capital, provided that the increase in capital does not require an amendment to the statute.
If the company will have employees it must register them for health care and retirement insurance.
The founders must order a stamp as it is necessary for future business transactions.
Corporate tax in Montenegro is 9% for domestic and foreign companies.
Investment income, interest and dividends are taxed at 9%.
The official currency in Montenegro is EUR.
The standard VAT rate in Montenegro is 19% from 1 July 2013.
There are reduced rates of 7% and 0%.
VAT is collected on the sale of goods and services and on import into Montenegro.
Goods exported from Montenegro are not subject to tax. Income from financial services such as insurance and banking services, investment income is exempt from VAT.
Any company with an annual turnover exceeding EUR 18,000 over 12 months is a VAT payer (provided that it has a registered business or headquarters in Montenegro).