Planning information and documents before setting up a business in Montenegro

Information first, documents second

Setting up a company in Montenegro, or opening a branch of a foreign company, ultimately comes down to a few official documents and an electronic registration application. The content of those documents, however, consists of decisions made beforehand: the founders' identification details, the company's name, address, activity and management structure. Starting to prepare documents before these decisions are clear can mean the same document being drawn up several times.

This guide explains which information to collect after you have prepared your business and cost plan but before you move on to the incorporation documents, whom to ask for it and in what order to proceed. For cost items and the cash plan, see our separate guide. Legal information is based on the rules published by the Tax Administration of Montenegro (Poreska uprava) and on the official records of the Hague Conference on Private International Law (HCCH).

Decisions to make before the documents

According to the Tax Administration's rules, the memorandum of association of a limited liability company (DOO) must contain the founders' details, the company's name, registered office and main activity, the share capital, each founder's cash and in-kind contributions, the members' shares expressed as percentages and the estimated incorporation costs. The articles of association (statut) also set out how the members' meeting is convened and takes decisions, and the powers and number of members of the management body. Put the following decisions in writing before preparing any documents.

• The company form and who the founders will be (natural or legal persons)
• Several options for the company name, and the main activity
• The registered office address in Montenegro
• The amount of share capital, each founder's share and whether contributions are in cash or in kind
• Who will sit on the management body and how powers will be divided
• Whether the company or the founders will bear the incorporation costs

What information is needed from the founders?

According to the rules, for founders who are foreign natural persons the memorandum of association states the first name and surname, passport number, date of issue and expiry of the passport, date of birth, the state that issued the passport and the address of residence. If the founder is a foreign company, its name, registered office address, the state in which it is registered and its registration number in its home register are stated.

Collect this information from every founder in the same format, in a single table. Check passport validity and whether addresses are up to date at the very beginning; a detail that changes during the process may require several documents to be prepared again. If a founder is a company, make sure its registration in its home country is up to date and that it is clear who is authorised to represent it.

What is needed for management and representation

For DOO registration, the application includes the names of the chair and members of the management body, their dates of birth, for foreigners the number of their passport or foreigner's identity card, their place of residence and the decisions appointing them. A certificate from the competent authority confirming that no ban on carrying out an activity or holding a management position has been imposed on the proposed persons is also required, together with signed statements by which they accept the appointment. According to the rules, these acceptance statements do not need to be certified.

Identify the people to be appointed early, and clarify with your lawyer which authority issues the certificate confirming that no ban applies and how to obtain it. If an auditor or company secretary is appointed, their details and appointment decisions are also attached to the application.

Attachments to the registration application

According to the Tax Administration's rules, a DOO is registered in the Central Register of Business Entities (CRPS) with the documents below. The list is a checking tool to see what you need to have ready when you apply; confirm the current list with the authority or your lawyer before applying.

• The memorandum of association, certified in accordance with the law, and the articles of association (statut)
• Details of the members of the management body and the decisions appointing them
• A certificate from the competent authority that no ban has been imposed on the appointed persons
• Statements accepting the appointment
• An e-mail address and, if there is one, a separate postal address
• Proof of payment if capital above the legal minimum is paid in; for in-kind capital, the members' written agreement or a valuation report

Additional documents for a branch of a foreign company

If a foreign company chooses to open a branch in Montenegro (dio stranog privrednog društva), the list of documents is different. According to the rules, within 30 days of establishing the branch the following are submitted to the CRPS: the decision establishing the branch, its registered address and activity in Montenegro, the register in which the parent company is entered and its registration number, a certified copy of the parent company's articles of association together with a translation into Montenegrin certified by a court interpreter (sudski tumač), a document confirming the parent company's registration, information on its owners or members, the persons authorised to represent it in Montenegro, and the latest balance sheet and income statement.

Most of these documents are issued in the parent company's country. With the branch option, therefore, most of the preparation takes place in the country where the parent company is based, and the timetable should be planned accordingly. The branch's representative in Montenegro is also entered in the register and must meet the conditions the law sets for a company director.

Foreign documents: translation and apostille

According to the HCCH's official status table, both Türkiye and Montenegro are parties to the Apostille Convention of 5 October 1961, which abolishes the requirement of legalisation for foreign public documents. As the HCCH explains, the Convention replaces the legalisation process, which can be long and costly, with a single Apostille certificate issued by a competent authority in the place where the document originates.

Which documents must be submitted with an apostille, which with a translation and which with notarial certification is decided by the authority that will accept them. The branch rule above expressly requires the translation of the articles of association to be certified by a court interpreter. For other documents, ask the register, the notary and the bank in writing beforehand what they require. Clarify in advance with the receiving authority and the translator in which order the apostille and translation are done, and whether the translation should also cover the apostille certificate.

The option of electronic formation

Under Article 10 of the Law on Companies, a DOO and branches of domestic and foreign companies can also be formed electronically, without the founders being physically present. In that case the notary certifies the memorandum of association using electronic video identification, a qualified electronic signature and a qualified electronic seal. Capital can also be paid in electronically. In individual cases the authority may still require physical presence for justified reasons such as verifying identity or preventing money laundering.

If you intend to use the electronic route, find out early whether the founders have a qualified electronic signature and what technical conditions the notary requires.

Suggested order and who is responsible

The order below is a general roadmap. Because the time each step takes varies by person, country and institution, this guide does not give durations.

• Decisions: company form, name, address, capital and management — founders and lawyer
• Collecting founder and director details in one table — founders
• Obtaining foreign documents and, where required, the apostille and translation — authorities in the issuing country and a court interpreter
• Drafting and certifying the memorandum and articles of association — lawyer and notary
• Paying in capital and bank documents — bank
• Registration application — CRPS
• Tax, accounting and fiscalisation set-up after registration — accountant

Keep a single incorporation file

The registration decision gives the company a registration number and a tax identification number (PIB). These two numbers are the first information requested for banking, accounting and contracts; put them on the first page of your incorporation file.

Keep all information and documents in one folder, with a list showing where the original, the apostilled version and the translation of each document are. If company details change after registration, the change must be reported to the register within seven days; an up-to-date file makes this easier too.

Invest Consulting prepares the document list with you and coordinates the process with the lawyer, notary, translator and accountant. It does not carry out legal acts, translation or registration itself.