Doing business in Montenegro

01Legal framework and the EU path

Montenegro is a civil law jurisdiction. Business legislation is published in the Official Gazette of Montenegro (Službeni list Crne Gore) and is being aligned with EU law. Three core statutes have changed within a year: a new Companies Act (applies since 1 January 2026), a new Competition Act (in force since 2 April 2026) and a new data protection law (applies from 19 March 2027).

Montenegro is negotiating EU membership. All 33 negotiating chapters are open. As of 14 July 2026, 18 chapters had been provisionally closed, including competition policy and the customs union. The government aims to complete negotiations by the end of 2026 and to join the EU in 2028. These are political targets, not commitments of the EU. An ad hoc working party on drafting the accession treaty has been active since May 2026.

Some Companies Act mechanisms, such as the European Company (SE), the European Economic Interest Grouping (EEIG) and cross-border reorganisations, will apply only after accession.

02Company forms and registration

The new Companies Act separates the regimes of limited liability companies (d.o.o.) and joint-stock companies (a.d.). The minimum share capital is reported as EUR 1 for a d.o.o. and EUR 25,000 for a joint-stock company. Companies are registered in the Central Registry of Business Entities (CRBE). Founding documents can now be executed and filed electronically, although the authorities may require personal attendance where additional verification is needed.

In practice, the electronic channel currently relies on Montenegrin qualified electronic signatures, and opening a bank account is the main practical obstacle for foreign founders, who usually act through a local attorney holding a power of attorney.

Companies registered before 1 January 2026 had to align their internal organisation and articles of association with the new Act within three months, that is by 31 March 2026. Changes must be registered with the CRBE within a short statutory deadline. Multiple-voting shares are no longer permitted.

03Acquisitions

Acquisitions of Montenegrin companies are shaped by the Companies Act and the Competition Act. The Companies Act introduces a framework for groups of companies, with control presumed in defined cases, for example where one entity appoints the majority of the members of the management or supervisory body. It also sets more detailed requirements for transactions involving assets of significant value and revises the rules on a company's acquisition and disposal of its own shares.

Minority shareholders with a defined minimum stake can obtain a court-appointed independent valuation in specified situations. The value of non-cash contributions must be reassessed if circumstances change before the contribution is made.

Security is a regular part of acquisition finance. According to our 2019 analysis, Montenegrin law recognises fiduciary transfer of ownership of movable and immovable property to secure claims. The agreement must be in writing, notarised for immovable property, and registered with the Real Estate Directorate within eight days of its conclusion, otherwise it is null and void. A notarised agreement is an enforceable document.

Whether the transaction needs merger clearance is usually the first question, and it can be decisive for timing. See the next chapter.

04Merger control

The Agency for Protection of Competition of Montenegro (Podgorica) reviews concentrations. A new Competition Act was adopted on 25 March 2026 and has been in force since 2 April 2026. Foreign-to-foreign transactions are caught even where the target has no sales in Montenegro, because the acquirer alone can meet the threshold.

• Deadline: there has been no statutory filing deadline since 2 April 2026 (previously 15 days). Implementation is prohibited until approval.
• Phase I: 30 calendar days, counted from the certificate of completeness. The law sets no deadline for issuing that certificate.
• Phase II: up to four months. Filing fee for Phase I: EUR 15,000 (both from a single source).
• Simplified procedure: available in general where there is no significant horizontal overlap or vertical link in Montenegro.

Implementing a transaction before approval is punished. DRG's analysis reports fines of up to 10% of worldwide turnover, while another law firm reports a cap of 1% if the concentration is ultimately approved; the text of the law is being checked. In 2024 a fine of close to EUR 1 million was imposed on a telecom company for gun-jumping.

05Employment and work permits for foreigners

Employment is governed by the Labour Law. Parliament adopted amendments on 7 April 2026, in force since 23 April 2026, aligning the law with the EU Pay Transparency Directive. Employers must disclose the starting salary or its range in job advertisements, may deliver certain employment decisions by e-mail, and employers with more than 100 employees have periodic pay reporting duties. The amendments also introduce paternity leave and shift the burden of proof to the employer in pay discrimination disputes.

Residence and work of foreigners are regulated by the Law on Foreigners. Amendments took effect on 17 January 2026. They include electronic applications, a widened list of purposes for long-stay visas and an integrated temporary residence and work permit, with special rules for IT and healthcare. Conditions for residence based on real estate or company ownership were tightened in 2025 and 2026, and the sources report different figures, so current thresholds should be confirmed before a plan is made.

06Real estate

Foreign individuals and companies may buy apartments, houses, commercial premises and construction land on the same terms as Montenegrin citizens. Acquisition of agricultural land by foreigners is restricted, and investors commonly use a Montenegrin company to hold property where the restrictions apply.

Ownership is acquired only on registration in the Real Estate Cadastre, not on signing the sale agreement. A progressive transfer tax on the market value applies to resale purchases: 3% up to EUR 150,000, then 5% up to EUR 500,000 and 6% above that, according to one law firm guide. A first purchase from a developer is subject to VAT instead of the transfer tax.

A related tool for financing is fiduciary transfer of ownership over immovable property. It requires a notarised agreement registered in the cadastre, and the parties must also register it with the Real Estate Directorate within eight days.

07Tax basics

Corporate income tax is progressive: 9% on taxable profit up to EUR 100,000; EUR 9,000 plus 12% on the part between EUR 100,000 and EUR 1,500,000; and EUR 177,000 plus 15% on the part above EUR 1,500,000. This follows the consolidated text of the Corporate Income Tax Law published by the Government of Montenegro (current to Official Gazette 88/2024), and a PwC summary reviewed on 7 August 2026 gives the same rates.

Withholding tax of 15% applies to dividends and to interest, royalties, capital gains, rent and certain services paid to non-residents. It rises to 30% for recipients in specified low-tax or non-cooperative territories. Double tax treaties may change the result.

The standard VAT rate is 21%. Reduced rates of 15% and 7% apply to listed goods and services, and exports are zero-rated. Personal income tax and social contributions are outside the scope of this overview.

08Data protection

Montenegro has replaced its 2008 personal data law with a new law modelled closely on the GDPR. It was adopted on 4 September 2026, published in the Official Gazette of Montenegro no. 133/2026 on 11 September 2026, entered into force on 19 September 2026 and applies from 19 March 2027. Other Montenegrin laws touching personal data are to be aligned by 1 December 2026.

• It applies to organisations outside Montenegro that offer goods or services to people in Montenegro or monitor their behaviour, and a written representative in Montenegro may be required.
• Breaches must be notified to the supervisory agency within 72 hours.
• Administrative fines reach up to EUR 2 million or 4% of worldwide turnover for the most serious infringements.
• The EU standard contractual clauses are not available as a transfer tool until Montenegro joins the EU, so other transfer mechanisms are needed.

Businesses in the Western Balkans that serve EU customers may also be within the scope of the EU Data Act, as we explain in our guide.

09Disputes and enforcement

A notarised agreement, for example one on fiduciary transfer of ownership, is an enforceable document under the Law on Enforcement and Security, so the creditor can request enforcement without first obtaining a court judgment. The High Court in Bijelo Polje has held that a claimant with such a document has no legal interest in suing to obtain a new enforceable title.

There are limits. If the debtor refuses to hand over the encumbered property when all conditions are met, the creditor cannot seize it and must bring a lawsuit demanding handover. In such a security, the creditor may sell the property at an expert-assessed price or keep it at that price, after the debtor is given notice and eight days have passed.

Montenegro is a party to the 1958 New York Convention on foreign arbitral awards, by succession. Whether a specific foreign award is enforceable depends on the reservations Montenegro made and the facts of the case.

10How DRG works in Montenegro

DRG has a correspondent office in Podgorica, established through cooperation with the law office Danilo Radulović Attorney at Law. The head of the office, Mr Radulović, is a practitioner specialising in commercial and business law. Mr Radulović is an independent attorney in Podgorica who cooperates with DRG in accordance with the applicable Bar rules.

According to our office page, the Podgorica office has a team of four fee earners on the ground and relies on the capacity and experience of the main office in Belgrade, so that complex projects in Montenegro can be completed.

The Podgorica office was announced in November 2019. Contact: montenegro@doklestic.law. Chambers Europe 2026 ranks DRG in Montenegro for corporate and commercial law.