Company registration in Montenegro

Montenegro is a promising country in the southeastern part of Europe, also promising in terms of doing business. The government creates conditions for the inflow of foreign capital. Non-resident entrepreneurs choose this jurisdiction to establish businesses in such areas: as IT, international trade, and logistics. In general, incorporating a new company in Podgorica or any other city in this country is potentially beneficial due to the following features.

Why register a business in Montenegro

The decision to create or buy a company in Montenegro comes with a list of such potential benefits:

• territorial proximity to the EU and the availability of a large number of benefits from interaction with the EU;
• high level of economic stability and freedom;
• low costs for launching and supporting new businesses;
• qualified labor force, the involvement of which is not associated with high financial costs;
• 100% foreign ownership is allowed, and there are various sectoral business support programs;
• absence of restrictions on repatriation of dividends;
• simple and transparent procedures for the incorporation of legal entities.

Organizational and legal forms in Montenegro

You can register a company in Montenegro or establish your legal presence alternatively in one of several ways:

• A limited liability company (DOO, the equivalent of an LLC) is the most common type of company, which is popular because of the ease of incorporation as well as the limited liability of the participants. Shareholders will not be liable for the company's potential losses over the invested funds. This company can be founded even by one participant of any residency. The legislation does not provide minimum requirements for the start-up capital of this legal entity. Small businesses choose this form.
• A public company (AD) is a legal entity designed to enter the financial market or raise external capital. Shareholders are limited to the value of their shares. Two shareholders of any residency can register. The registration of this legal entity requires an initial capital of 25,000 Euros. This legal form is suitable for businesses that are growing, as well as large companies.
• A branch is an option suitable for a non-resident company to enter the local market at a minimal cost. In the case of a branch, a simplified procedure is applied, as a result of which the branch does not acquire the status of a legal entity but receives the right to conduct business in Montenegro. This option is acceptable for establishing cooperation with local counterparties and customers. The parent company entirely bears 100% responsibility for the results of the branch.
• Representation is an alternative option for a non-resident company, which provides the opportunity to conduct market research and marketing work on the territory of Montenegro, but without the right to conduct business. This case also applies a simplified registration procedure without granting the status of a legal entity. The parent company bears 100% responsibility for the results of the representative office.

How to open a business in Montenegro

To register a business in Montenegro, you need to go through the following steps:

1. Formulate a list of activities that the future legal entity will engage in.
2. Choose the most appropriate legal form.
3. Collect all the data on the directors and shareholders of the company (will be made out in the form of CVs). You will also need to collect information about the ultimate beneficiaries and the parent company (if any).
4. Search and registration of the official legal address.
5. Claiming, drawing up, and certification of all necessary constituent and other documents, including application forms.
6. Submitting registration documents, including a bank statement on the payment of registration fees, for review. Creating an entry for the new legal entity in the Central Register of Podgorica Commercial Court and issuing a certificate of registration (in case of a favorable decision).
7. Registration of the new company for tax and social payments.
8. Opening of corporate bank accounts.

Legislation and regulatory environment

The legislation of Montenegro is stable and adapted to European standards. Consequently, the jurisdiction creates favorable conditions for the inflow of foreign capital. Among other things, this manifests in the simplification of registration procedures, a detailed explanation to investors of their rights, a simplified procedure for obtaining a residence permit, and the provision of various benefits. However, getting a license or permit from the relevant competent authority is necessary to engage in certain regulated activities.

Taxation in Montenegro

The decision to open a company in Montenegro should take into account the following nuances of taxation in the country:

• Income tax (for legal entities) - 15%
• Income tax (for individuals) - 15%
• VAT - 21%
• Withholding tax (for non-residents) - (1) dividends - 15% (2) interest - 15% (3) royalties - 15%
• Capital Gains Tax - (1) for legal entities - see corporate tax (2) for individuals - 15%.

How can the specialists of Prifinance assist

If you are considering incorporating or buying a business in Montenegro, Prifinance lawyers are ready to help implement this decision by providing comprehensive legal support for registration and further business.