Business entities in Montenegro in 2024
Choosing the right corporate structure and strategy for starting a business in a Montenegro is a pivotal determinant prior to company setup. Healy Consultants has the expertise and experience to advise our Clients on the optimum legal form of the new Montenegro business. There are several ways of doing business in Montenegro, most popular being through a limited company and a branch of a foreign entity.
Limited liability company (Drutvo s ogranienom odgovornou)
- Limited liability company (LLC) is the most common type of company used by entrepreneurs and investors looking to do business in Montenegro. A Montenegro D.O.O can be setup by a single individual who can be the shareholder and director of the company. There are no restrictions as to the nationality and residency of the shareholder/director. The minimum paid up share capital for a Montenegro LLC is €1;
- A Montenegro limited liability company must open a corporate bank account in Montenegro before registering for taxes with the Tax Authority.
Joint stock company (Akcionarsko drutvo)
- A Montenegro joint stock company (JSC) is preferred by those investors and entrepreneurs seeking to establish larger corporations or business in the country. This entity can either be established as a private JSC or public JSC and in the case of the latter can list its shares into the Montenegro Stock Exchange. Like the LLC, a JSC can be established by one individual shareholder;
- The minimum share capital required for a joint stock company is €25,000 and must be deposited into the company’s corporate account during incorporation. A JSC must also appoint a statutory auditor at incorporation.
Montenegro branch office
Foreign legal entities looking to do business in Montenegro without setting up local companies are permitted to establish a branch office in the country. A branch office can engage in profit making activities with Montenegro and its activities are only limited to the scope of the parent company’s business.
Montenegro representative office
Foreign companies are also permitted by Montenegro Law on Business Organizations to set up representative offices in the country strictly for the purposes of i) market research ii) promoting the business of the parent company and iii) research and development. This entity is not allowed to engage in profit making activities in Montenegro.
Table of comparison between different Montenegro business entities types
LLC | JSC | Branch office | Rep office | |
---|---|---|---|---|
Also known as | D.O.O | Akcionarsko drutvo | N/A | N/A |
How long to set the company up? | 2 weeks | 5 weeks | 4 weeks | 4 weeks |
How long to open company bank account? | 4 weeks | 4 weeks | 4 weeks | 4 weeks |
Legal liability? | Limited | Limited | Unlimited | Unlimited |
Wholly foreign owned? | Yes | Yes | Yes | Yes |
Minimum share capital? | €1 | €25,000 | €1 | €1 |
File annual tax return? | Yes | Yes | Yes | No |
Tax registration certificate required? | Yes | Yes | Yes | No |
Recommended corporate bank account? | Erste Bank | Universal Capital Bank | Prva Bank | Hipotekarna Bank |
Does our Client need to travel? | No | No | No | No |
Resident director required? | No | No | No | No |
Resident shareholder required? | No | No | No | No |
Minimum directors required? | 1 | 1 | Parent company | Parent company |
Minimum shareholders? | 1 | 1 | Parent company | Parent company |
Tax identification code (TIN) needed? | Yes | Yes | Yes | No |
Montenegro resident company secretary required? | Yes | Yes | No | No |
Corporate shareholders allowed? | Yes | Yes | Yes | Yes |
Corporate director(s) allowed? | No | No | Yes | Yes |
Montenegro corporate tax rate? | 9%-15% | 9%-15% | 9%-15% | 0% |
Annual financial statements required? | No | No | No | No |
Statutory audit required? | Yes | Yes | No | No |
Regulated by? | Chamber of Economy | Chamber of Economy | Chamber of Economy | Chamber of Economy |
Allowed to issue sales invoices? | Yes | Yes | Yes | No |
Allowed to sign contracts? | Yes | Yes | Yes | No |
Allowed to import and export goods? | Yes | Yes | Yes | No |
Can rent an office space in Montenegro? | Yes | Yes | Yes | Yes |
Can buy Montenegro property? | Yes | Yes | Yes | No |
Can own equity in other Montenegro companies? | Yes | Yes | Yes | No |
Total Montenegro business setup costs in Yr. 1 | €11,020 | €11,270 | €11,020 | €11,320 |
Subsequent annual costs (incl. accounting and tax fee) | €5,890 | €5,890 | €5,890 | €5,890 |
Sample engagement invoice | View invoice PDF | View invoice PDF | View invoice PDF | View invoice PDF |