Montenegro has adopted a new, comprehensive Law on business companies, which introduces significant changes aimed at modernising corporate governance, enhancing transparency, and aligning with European standards. The law, which comes into force on 1 January 2026, brings a wide range of obligations for companies operating in Montenegro, including stricter requirements for corporate bodies, electronic incorporation, shareholder identification, and gender representation within management structures.
These reforms are intended to enhance business efficiency and accountability, and to foster a more inclusive and digitally integrated corporate environment. Companies should pay close attention to the transitional deadlines and prepare for timely compliance to avoid disruptions in their operations. Below, we outline the key deadlines, major amendments, and recommended next steps to help businesses effectively align with the new legal framework.
Key deadlines
- By 31 March 2026 – Alignment of organisation and operations; registration of amendments to the articles of association and other necessary changes in the Central Registry of Business Entities (CRBE).
- By 30 June 2026 – Public joint stock companies must ensure gender representation within the management bodies (the CRBE will reject registrations without the necessary quotas).
- By 31 December 2026 – Joint stock companies that have ordinary shares of different nominal values are required to homogenise their shares in order to equalise the nominal value, while maintaining proportional participation in the total number of shares.
Key amendments
- More detailed regulation and amendment of corporate bodies (one-tier/two-tier model), committees.
- Mandatory content of the articles of association has been amended; alignment with the new requirements is necessary.
- Electronic/virtual participation and voting; precise procedures for convening general meetings.
- Full electronic incorporation enabled, including the signing and submission of documents electronically. However, the relevant authority may still require in-person verification in specific cases for additional identity verification, i.e. verification of legal capacity or authorisation to represent.
- Shareholder identification and electronic communication – new IT procedures.
- Remuneration policy of a joint stock company and annual remuneration report (mandatory audit and publication).
- Prohibition of shares with multiple voting rights.
- Detailed regulation of the registration of incorporation, changes, and termination of the company, including the legal effect of registration towards third parties. Expanded record-keeping and disclosure obligations to the CRBE (seven-day deadline).
- Gender representation in the management bodies of public joint stock companies – deadline - 30 June 2026, with obligations to develop a gender balance strategy, report annually to the Ministry, publish data on the company’s website, and include information in the corporate governance statement.
- Introduction of additional payments by shareholders of a limited liability company which payments do not increase the company’s share capital (with detailed rules on introducing additional payments, exemption from this obligation, and the return of additional payments).
- Introduction of the business name notion: the business name includes the designation, legal form, and registered seat, while the designation is the distinctive part of the business name by which the company is differentiated from others; a company may also have an abbreviated business name, and the business name must be in Montenegrin or a language officially used in Montenegro (in Latin or Cyrillic letters), while the designation may be in a foreign language; the business name or abbreviated business name must be visibly displayed on the company’s business premises, and the company is required to use them in legal transactions.
- In the event of changed circumstances that reduce the value of the non-cash contribution from the date of assessment to the moment of introducing the non-cash contribution into the company, the company is obliged to carry out a new assessment of value; additional protection for minority shareholders (holding at least 5% of the share capital).
- Introduction of the concept of a group of companies (parent and subsidiaries) and clarification of the concept of control (legal and factual), with a presumption of control in cases where the majority of the board of directors or supervisory board members are appointed.
- Amendment of provisions on company liquidation, defining the types of liquidation (voluntary, judicial, compulsory) and clarifying the relationship between liquidation and bankruptcy proceedings.
- Introduction of new legal forms such as the European Company (Societas Europaea – SE) and the European Economic Interest Grouping (EEIG).
- Detailed regulation of the disposal of high-value assets.
- Revision of the rules governing the acquisition of the company’s own shares and the transfer of shares.
Deferred effect (delayed application)
- Certain provisions will only apply upon Montenegro’s accession to the EU – primarily those related to cross-border procedures (mergers, acquisitions, divisions, conversions), the possibility of establishing a European Company (Societas Europaea – SE) and a European Economic Interest Grouping (EEIG), along with other envisaged cases.
Note on pending procedures
- Restructuring procedures initiated by companies before the law’s entry into force will be completed under the regulations in effect at the time they were initiated. Likewise, procedures for capital decrease/increase and share issuance initiated by convening a general meeting, as well as those based on incorporation/issuance acts, will be recorded and approved under the then-applicable regulations.
Recommended next steps
- Revise articles of association and internal acts.
- Establish procedures for shareholder identification and electronic communication.
- Prepare a remuneration policy and ensure the necessary reporting is in place.
- Plan amendments to nomination policies, ensure gender quotas, and align with related obligations.
