How to register a company

The registration of business entities in Montenegro is conducted with the Central Register of business entities run by the Tax Administration. Since 20^th May 2011, the new business entities have been able to register any economic activity in one place. With an introduction of a one-stop system, business entities are enabled when conducting registration in the Central Register of economic entities to be automatically registered in the register of the Statistical Office, the Register of taxpayers, the Register of customs payers and the register of value added tax payers and excise taxpayers, in case they want it.

All business entities from the moment of registration in the Central Register of economic entities become members of the Chamber of Economy of Montenegro.

An application for registration of business entities may be submitted through the portal www.euprava.me. To use this service it is necessary to have created a user account. Since this service does not require signing a digital certificate when overtaking the decision it is necessary to deliver verified copies or originals of documents required for registration.

On the basis of the Law on Business Organizations the following forms of business organizing are possible:

- Entrepreneur
- General Partnership (GP)
- Limited Partnership (LP)
- Joint Stock Company (JSC)
- Limited Liability Company (LLC or Ltd)
- Part of a foreign company

 

An economic activity is performed by companies and entrepreneurs. Forms of business activity which are registered in accordance with the law shall prior to commencing the activity obtain a license for this activity, if this kind of license is prescribed by a special regulation. Obtaining a license to practice is not a condition for registration in accordance with the Law on Business Organizations.

If one or more natural persons or legal entity commence or engage in economic activity, without conducting registration in accordance with the provisions of this Law, it will be regarded as an entrepreneur or a partnership in relation to third parties.

 

 

An entrepreneur is a natural person who performs on his own account business activities for the purpose of gaining profit. An entrepreneur is liable by his entire property for all the activities that he undertakes when doing business. If entrepreneurs do not perform activities under their name or title, they are obliged to register that name or title at the Central Register of the Commercial Court of Montenegro. In case of changing the name or title, entrepreneur is obliged to report a change to the Central Register of the Commercial Court within 30 days as of the date when a change has been made. An entrepreneur has to be registered at the Central Register of the Commercial Court of Montenegro for statistical purposes by submitting a registration statement. The entrepreneur is issued a certificate of registration. This certificate is not an endorsement of eligibility for the business activity performance.

For the registration an entrepreneur needs:

- Copy of an ID card or passport
- To pay an administrative fee for the registration in the amount of 10 EUR to the bank account of the Tax Administration, no: 832-1172-76;
- To pay an administrative fee of 12 EUR for the publication of advertisements in the “Official Gazette of Montenegro” on the account: 520-941100-57;
- Fill in a registration application, which is obtained from CRCC or it can be downloaded at the bottom of the page (Form PS01)

 

 

A general partnership is a company set up by the agreement between at least two natural or legal persons, by the property of partners which is mutually agreed with the aim of making profit. Their company name must contain the letters GP. The general partnership is liable for all of its obligations by all of their assets, unless otherwise arranged. Partners in the general partnership are jointly liable for all obligations of the company by all the company assets unless otherwise determined with the creditor.

The general partnership is registered for statistical purposes at the CRCC by submitting the registration form, but the existence of a general partnership is not conditioned by its registration.

The registration fee in the amount of 10 EUR needs to be paid to the account of the Tax Administration, no. 832 - 1172-76.

The Registration application should contain: the name of the general partnership, the names of partners, their addresses and personal identification numbers. The Contract of general partnership, if it is made, the partners may submit to the CRCC.

 

 

A limited partnership is a company of one or more persons called general partners and one or more persons called limited partners and they are collectively called: a firm. General partners have joint and unlimited liability for all the obligations of the company. Limited partners are liable for the company's obligations up to the amount of their deposits. The deposit of a limited partner may be in cash or in kind and in rights that are assessed. A general partner and a limited partner may be a natural or legal person. In its name, the company must contain the designation “LP”.

The registration of a Limited partnership is conducted at the CRCC by submitting a statement or an agreement signed by all members of the company, which includes the following information:

- the company’s name and the designation “LP” to know that it is established as a limited partnership,
- the seat of the company,
- the time period for which the company is established and the date of commencement of the activity,
- the name, surname and identification number, or the name of each member of the company,
- the name of each person who acts as a limited partner,
- the role of a limited partner and in what form (cash or kind).

 

The registration fee amounts to 10 EUR and it is to be paid at the account of the Tax Administration, no. 832 - 1172-76.

 

 

A Joint stock company is a company with at least two founders, natural or legal persons which is established in order to carry out an economic activity, and whose capital is divided into shares. The founders sign the agreement on establishing of a company. The founders may be domestic and foreign natural and legal persons. By concluding an agreement on establishing a joint stock company the founders become shareholders. Joint stock companies are liable for their obligations with all of their assets. Shareholders are liable for the company's obligations up to the amount of their capital in the company. The minimum initial capital of a joint stock company amounts to 25000 EUR. The company’s name must contain the “J.S.C” designation.

A bank, stock exchange, the company for management of the investment funds and the company in charge of conducting the insurance activities are registered as joint stock companies. An initial capital for the establishing of a bank amounts to at least 5 000 000 EUR, at least 100 000 EUR for a stock exchange, for the company managing investment fund at least 175 000 EUR and the company to conduct insurance activity at least 2 000 000 or 3 000 000 EUR, depending on the kind of insurance for which the company is registered.

 

To register a Joint stock company it is necessary to submit:

- The Founding Act of the company verified at the court in accordance with law,
- The Statutes (a typical form can be downloaded at the bottom of the page )
- Completed registration form PS01 (form can be downloaded at the bottom of the page)
- proof of payment of the appropriate fee in the amount of 50 EUR ( at the account of the Tax Administration, no. 832-1172-76 ) and
- proof of payment of the fee in the amount of 12 EUR (at the account of the Official Gazette of Montenegro, no. 520 - 941100-57 ),
- Decisions on appointment of the Board of Directors, Auditors, Secretary and the Executive Director,
- Decision of the Commission for Securities (the minimum initial capital of 25 000 EUR)
- signed statement of the members of the board of directors, executive director, company secretary and auditors to accept the appointments;

 

If the company wants to apply for the registration of the value-added tax payers, a form PR PDV -1 is to be filled in (form can be downloaded at the bottom of the page).

If the company wants to apply for registration in the register of axis payers, AKC-P form is to be filled in (form can be downloaded at the bottom of the page).

The registration documents contain information on whether the persons authorized to represent the company can act collectively or individually.

The company acquires legal person status as of its entry in the CRCC. A certificate as a proof that the company is registered shall be issued upon the completion of the registration.

 

 

A Limited liability company may be founded by natural or legal persons (up to 30) who are responsible for the company's obligations up to the amount of their deposits. This is the most common form of registration in our country and it is very suitable for small companies that can be established by one or more persons. The amount of the initial capital is at least 1 EUR. In its name, the company must contain “LLC” designation. Upon the payment of the initial deposit, persons acquire shares in the company in proportion to the size of their deposits. When acquiring the share, persons shall become members of the company. Member of the company has only one share in the company that represents his percentage of capital in the ownership. A share in the company may entitle a member to have more than one vote.

 

 

The documents and information submitted to the Central Register of the Commercial Court and published in the event of first registration of the company are:

- Act on Founding (decision or contract of establishing) verified by the court in accordance with law,
- In the case of a single-member LLC, a typical form of a decision on establishing is available at the bottom of the page (Decision on Establishing of a LLC),
- In case of a multi-member LLC, a typical form of a contract on establishing is available at the bottom of the page (Contract on Establishing of a LLC)
- The Statutes of the company (a typical form can be downloaded at the bottom of the page)
- the written consent of the members of the Board of Directors for their appointments, if they are appointed
- payments for the following administrative fees: 10 EUR ( at the account of the Tax Administration, no. 832-1172-76 ) and 12 EUR (at the account of the Official Gazette of Montenegro, no. 520-941100-57 )

- the completed registration form PS01 (form can be downloaded at the bottom of the page)

 

If the company wants to apply for the registration of the value-added tax payers, a form PR PDV -1 is to be filled in (form can be downloaded at the bottom of the page).

If the company wants to apply for registration in the registry of axis payers, AKC -P form is to be filled in (form can be downloaded at the bottom of the page).

The company acquires legal person status as of the date of registration. A certificate on registration is issued by the Tax Administration.

 

 

Part of a foreign company is part of a company established and registered outside of Montenegro, which performs operations on the territory of Montenegro. Part of a foreign company must include the original name of the foreign company, designation or an abbreviated form of a form of that company, the alternative name of the part of a foreign company, if the original name of the foreign company is used by another company in Montenegro, as well as the organizational form of a foreign company.

Foreign companies which establish parts of their companies in Montenegro, shall, within 30 days of establishing part of a company submit to the Central Register of the Commerce Court the following information for registration:

- address of the headquarters of part of a foreign company in Montenegro;
- activity;
- the name and a legal form of a foreign company and the name of a part of the company, if different from the name of the company;
- a verified copy of the Statutes of a foreign company and the Statutes translation in the official language, verified by a court interpreter;
- a copy of the certificate of registration of a foreign company or equivalent, in a prescribed manner, verified document confirming the legal validity of the company registration in the host country;
- the names and addresses of the persons authorized to represent the company in its relations with third parties:

     - As a company body established in accordance with the law or as members of such a body;

    - As permanent representatives of the company for the business operation of a part of the company, authorizations that those persons represent the company individually or collectively;

- the names and addresses of one or more persons residing in Montenegro authorized to represent the company in legal proceedings;
- the last balance sheet and income statement or similar financial documents prescribed by the law of the country where the company is registered.
- Meeting other requirements for legal operating of a company.

 

Although there is no more legal obligation most of the companies after the registration approach to making stamp and seal. The seal is usually round in shape and it consists of the company name, form of a company and place. The stamp is generally rectangular, and in addition to the company name it also contains a reference number and the date and it serves for tracking documents in the archives of the company. Creating of seals and stamps is conducted by enterprises specialized for this activity. The production time for a stamp is usually one day, and it costs up to 20 EUR.

 

Opening an account in a commercial bank depends on the form of a company. There is no limit to the number of banks within which the company can open an account. To open an account depending on a form of organization the following documents are needed:

- A request to open a bank account, which is obtained from the bank.
- Certificate on registration with the Central Register of the Commercial Court.
- A copy of the Founding Act (contract or a decision on establishing).
- Contract on depositing funds in a bank (concluded in the bank).
- Specimen signature card and application form (obtained in the bank).
- Form OP (verified signature of the authorized person to represent). Verification is performed by a notary. The verification fee amounts to 2.50 EUR per signature on a copy of the document.
- Photocopy of identity cards of authorized persons in the company.
- Decision on the completed tax registration (PIB).

Application and other requirements to run a business

Application to conduct commercial, crafts, catering and other activities, permits, licenses, approvals, certificates, authorizations and other documents stipulated as a condition for carrying out economic activities are available in the electronic registry of licenses. Registry is online at www.licenca.me.

It consists of tangible and electronic database of all licenses issued by the competent state bodies, administrative bodies, administrative organizations and other organizations with public authorities in Montenegro.

The portal contains application instructions for users and the required documentation for the license issuing, with all the necessary information. Access to the portal is free of charge.