Establish a Subsidiary in Montenegro

What is a subsidiary in Montenegro?

A legal entity registered in Montenegro with a majority of capital or voting shares owned by a foreign company is called subsidiary.

According to the law, the subsidiaries must be registered with the Central Register of the Commercial Court no later than 30 days from the establishment. Our company formation consultants in Montenegro can help you register a subsiadiary with the responsible authority.

Choosing a legal structure for your subsidiary in Montenegro

The most popular forms that the entities may take are the limited liability companies, private or public.

The private limited liability company is preferred by many entrepreneurs because of the advantageous registration procedures. For example only 1 Euro is required as a minimum share capital and only one founder is necessary for its registration. The number of shareholders may not exceed 30. The liability of the shareholders is limited by their contribution to the company’s capital.

As an inconvenient, if the company’s share capital exceeds 25,000 EUR, it must be reorganized as a joint stock company, a type of business designed for the high capital investors. The minimum share capital of this type of business is at least 25,000 Euro paid in cash at registration.

The management of a joint stock company is assured by a board of managers and an auditor must be appointed to verify the company’s accounts.

The liability of its members is limited, like in the case of the limited liability companies by their contribution to the capital. 
For more information about the various types of companies available in the country, our specialists in company formation in Montenegro invite you to check out our dedicated article on legal structures.

The process of opening a subsidiary in Montenegro

The Law on Companies regulates the establishment of subsidiaries in Montenegro. According to it, the following documents must be deposited at the Central Register:

• - the address of the foreign company;
• - the domain of activity;
• - the name and legal form of the parent company;
• - the company’s articles of association accompanied by a certified translation;
• - a copy of the registration certificate;
• - last balance sheet of the company;
• - the name of the Montenegro’s residence which will represent the company in legal matters and in the relations with other legal entities.

Along with the above, the company must submit the notarized articles of association.

In four days, the Central Registry is issuing the certificate of registration, a VAT tax number, a tax identification number and a customs authorization.

The employees must be registered at the Health and Pension Fund and at the tax Administration counter.

The next step in opening a subsidiary in Montenegro is applying for the company’s seal and opening a bank account.

The last step is announcing the competent tax authority and the municipal authority in charge with the economic affairs regarding the incorporation of the subsidiary.

The whole process of subsidiary registration in Montenegro takes about 10 days, period of time that may be influenced by the correctitude of the submitted documents. We invite you to contact our experts in company registration in Montenegro if you intend to open a subsidiary in this country.

German and Russian investors interested in company formation in Montenegro, can contact our partners:  Firmengründung in Montenegro and Региситрация компаний Черногорье.