Since 1 January 2026, Montenegro has applied a new Companies Act (Official Gazette of Montenegro, nos. 90/25, 121/25 and 44/26), which fully replaces the 2020 act. It is a comprehensive reform of company law, aimed at complete alignment with European Union law and at resolving the problems observed in the application of the previous act.
Key changes
The new act regulates the limited liability company — which accounts for over 80% of business entities in Montenegro — in detail and on a standalone basis, instead of the previous approach of applying the rules on joint-stock companies by analogy. It prescribes the mandatory content of an LLC's articles of association, and clearer rules on the transfer of shares, the right of first refusal, and a member's withdrawal and exclusion.
A distinction has been introduced between a company's business name and its trading name, together with an obligation to use the registered business name in legal transactions. Incorporation by electronic means, without the founders being physically present, is now regulated in greater detail.
The liquidation procedure has been redrafted, including liquidation under the simplified procedure, which now requires the decision to be published on the CRPS website for 30 days and sets explicit conditions for striking a company off the register (settled tax liabilities, no account blockade, and no pending court proceedings to annul the decision).
For the first time, the act regulates groups of companies, specifies two governance systems for joint-stock companies (one-tier and two-tier), introduces the institution of the independent director, and requires mandatory gender representation on the management bodies of public joint-stock companies. It also provides for the European company and the European economic interest grouping, whose application is deferred until Montenegro accedes to the EU.
The obligation to comply
All companies and entrepreneurs registered before the new act became applicable were required to align their organisation and operations with it and to register the changes with the CRPS within three months of the start of its application — that is, by 1 April 2026. Entities that have not yet done so should complete the alignment without delay in order to avoid the legal consequences of non-compliance.
In addition, joint-stock companies with ordinary shares of differing nominal values must homogenise their shares within one year of the start of the act's application, while public joint-stock companies were required to ensure the prescribed gender representation on their management bodies by 30 June 2026 — after that deadline, the CRPS refuses to register members of management bodies where such representation has not been ensured.
How we can help
Our office provides full support in aligning with the new act: reviewing existing corporate documents, drafting articles of association and incorporation documents, registering changes with the CRPS, and advising on status changes and liquidation proceedings. Contact us for an assessment of your company's obligations.