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Articles
Shelf Companies in Montenegro
Updated on Friday 06th May 2022
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Montenegro is a country situated on the coast of the Mediterranean Sea, in the vicinity of Italy and Croatia. It is a relatively new and developing market for foreign investors, where you could find many unexploited sectors and niches for a profitable and safe business. In order to have a smooth entering on the Montenegrin market, you might take in consideration the buying of a ready-made company in Montenegro. You can rely on the legal service of our Montenegro company formation specialists for a safe development of your business in this country.
We can guide you through all the formalities related to acquiring a ready-made company in Montenegro. You can rely on us if you are interested in purchasing a shelf company or starting a new business in Montenegro.
| Quick Facts | |
|---|---|
| Legal entities available for shelf company |
Private and public limited liability company |
|
Time required for purchasing the company |
A few days, depending on the availability of the desired structure |
|
Types of features it includes (corporate bank account, VAT number, etc) |
Trading name, company bank account, statutory documents, company director, VAT and tax numbers |
|
The advantages of a shelf company |
Easy acquisition, VAT number and bank account, multiple uses |
| Appointing new directors (yes/no) | YES, company director can be replaced |
| Capital increase allowed (yes/no) |
YES |
| Certificate of no commercial activities (yes/no) |
NO |
| Modify the objects of activity (yes/no) | YES, specific business licenses may be required |
| Participants in the purchase procedure |
The buyer or appointed representative and the seller |
| The cost of buying a shelf company | The cost depends on the age of the company, legal structure, and share capital |
| Documents necessary for the purchase | Sale-purchase agreement |
| Taxes applied to a shelf company | Corporate tax (9%), VAT (21% standard rate), withholding tax (9%), if applicable |
| Changing the registered address (yes/no) | YES |
| Aged shelf company available (yes/no) | YES |
| The institution where corporate changes are registered | Companies Register |
What are the legal forms a shelf company can take?
Ready-made companies are required to comply the same requirements as new companies, meaning that they are incorporated under the provisions of the Company Law before being put to age. From this point of view, limited liability companies are the easiest to register and the simplest to use to complete various activities. There are the private and public enterprises, however, among them, the private type is far easier to set up and to sell. It is also the most employed legal entity by local entrepreneurs in Montenegro.
Shelf companies have a broad use everywhere in the world, including in Montenegro, and they can even be exploited in some of the most prolific industries here, however, because some of them require meeting various licensing requirements, this aspect must be considered when having to choose between an aged and a new business.
Our company registration agents in Montenegro can guide foreign investors through the purchase of various types of shelf companies.
Documents accompanying a Montenegro shelf company upon sale
The simple acquisition of a shelf company is not limited to the transfer of ownership, as this business form must have all the original incorporation documents in order for a legitimate sale. If you plan on buying a ready-made company in Montenegro, you should also expect to receive the following documents:
- - its Memorandum and Articles of Association in original;
- - the tax identification number and, in some cases the VAT number;
- - the Certificate of Registration in original.
Out of these, the Memorandum and Articles of Association need to be amended and filed once more with the local office of the Trade Register. In exchange, a Certificate of Registration will be issued.
If you are interested in a shelf company for sale in Montenegro, we are at your disposal for assistance in finding an entity that meets your business goals.
Characteristics of shelf companies in Montenegro
Those who want to open a Montenegro company have two choices: to incorporate a new business or to purchase a shelf company which comes with some of the requisites imposed by the Company Law. The main advantage of a shelf company is the fact that some company registration steps can be skipped.
A Montenegro ready-made company comes with the following:
- - a trade name which is one of the most important requirements when registering a company;
- - a corporate bank account, which can represent an advantage considering the procedure for opening it is lengthier;
- - the incorporation documents which can be amended based on the requirements of the new owner;
- - the tax identification number, which allows the company to start its activities right away;
- - the VAT number – most Montenegro shelf companies come with VAT numbers issued alongside the tax identification number;
- - a company director which is a requirement imposed by the Montenegro legislation.
When it comes to what a Montenegro shelf company does not have, we should mention that there are cases in which such a company does not have an object of activity. This will be established by the new owner once purchased.
Our Montenegro company formation advisors can offer more information on the requirements related to buying a shelf company.
Who can purchase ready-made companies in Montenegro?
Both local and foreign entrepreneurs can buy shelf companies in Montenegro. This decision is usually based on the availability of such companies and how soon the investor wants to start operating. It is also useful to know that most of the times, shelf companies are registered as limited liability companies which is one of their greatest benefits.
With a vast knowledge in corporate matters, our company registration agents in Montenegro can help you choose between the shelf companies available on the market. It is also best to have the company verified before acquiring it.
The costs of a Montenegro shelf company will be influenced by its age and legal structure, which is why we advise you to select a few companies among which you choose the right one for you.
The most common uses of a ready-made company in Montenegro
A shelf company can be used for various purposes, however, its most common one refers to conducting various business operations. Apart from that, a Montenegro aged company can also be employed for:
- - relocating a business from another country to Montenegro by incorporating the history of the foreign company into the purchased one;
- - obtaining financing and business loans from local banks (banks usually verify company backgrounds before approving loans);
- - entering private-public partnerships with Montenegrin authorities for various projects;
- - creating joint venture agreements with other companies in Montenegro;
- - establishing a subsidiary of an existing company, however, this is one of the rarest uses of this business form.
Montenegrin shelf companies have broad uses and the main decision before acquiring such a business and creating a new one usually resides in the limited time an investor has to start the activities.
If you are interested in a shelf company in Montenegro, you can rely on our local agents for guidance on what to check upon its purchase. Or you can use our company due diligence services for a thorough verification of the entity to acquire. It is also worth noting that it usually is more expensive to buy a ready-made company compared to registering a new one.
Tax aspects to consider when buying a Montenegrin shelf company
When it comes to taxation, there are no differences between such an entity and a new one. This means that the acquired company will pay the same corporate tax as all other enterprises already operating in Montenegro. Moreover, similar tax benefits such as double tax treaties or tax exemptions apply to the foreign owners of shelf companies.
The shelf company is one of the simplest ways of entering the Montenegrin market, and our officers are at your service for assistance in buying one. Also, if your company does not a VAT number yet, we can help you obtain one.
Do not hesitate to reach out to our company formation officers in Montenegro for details on how to buy shelf companies. Our company formation firm is part of Bridgewest, an international legal network. Clients that need company formation services in Indonesia or legal assistance in Montenegro are invited to contact our partners.
Advantages of shelf companies in Montenegro
Shelf companies in Montenegro are legal structures which have already a business history at the moment they are purchased by a foreign investor. When buying a shelf company, the most obvious advantages are the skipping of the formation process, including the realization of the application and the obtaining of the required documents and approvals. The only necessary procedure is a transfer of property. Thus an investor can start its business activity immediately, with no delay.
Another important advantage of a ready-made company in Montenegro can be the trained market that the company managed to produce, during its functioning time, before incorporation. If the investor decides to keep the line of the company, then a set of loyal customers represents a great support for a business only recently launched in Montenegro.
Even if the sector of activity will be changed after incorporation, the shelf company’s good name and business history can boost the revenues of your investment in Montenegro.
When you have decided to open a company in Montenegro it is advisable to work with a company formation firm who can prepare for you the change of ownership and the other legal procedures required by a shelf company acquisition.
What is the acquisition procedure of a shelf-company in Montenegro?
The acquisition of a ready-made company in Montenegro requires some legal formalities for the transfer of property, but also a preliminary verification and evaluation of the risks. Next you can consider whether to keep the already functional bank account of the company or if you prefer to open a new one. You can decide as well to keep the registered office or if you prefer, to change it to another address.
Our Montenegro company formation experts offer complete legal solutions of shelf company acquisition and due-diligence so that you can start as soon as possible a successful economic activity in Montenegro.
Changes which can be made to a shelf company in Montenegro
There are several changes which can be made to a Montenegro shelf company. Some of them are mandatory, while others are not. The following amendments need to be brought when buying an aged company in Montenegro:
- the trade name which can be changed by the buyer only if he or she wants to;
- the Articles of Association which need to be amended with the name of the new owner;
- the company director can also be replaced (this is one of the first decisions when buying a shelf company);
- the object of activity (where there is one) or the definition of an object of activity (where there is none);
- the business license and other special permits need to be obtained when buying a ready-made company;
- the legal structure of the company can also be changed, if the businessperson wants to;
- the legal address of the company will usually be changed by the new shareholder;
- the share capital of the company can also suffer alterations (it is usually increased).
If you need more information on the changes which can be brought to a shelf company, our company registration consultants in Montenegro can guide you. We can also help you register the changes with the Companies Register in Montenegro. We also invite you to watch our video:
Shelf company vs. new company in Montenegro
There are many aspects to consider when having to choose between a new company and a shelf company in Montenegro. One of the key aspects related to this decision is time: it depends on the investor if he or she wants to spend time with the registration procedure of a new company or want to skip this step.
It is important to note that registering a new Montenegro company, however, is usually cheaper than buying a ready-made company. Also, when purchasing an already-registered company it should be noted that certain changes need to be made. On the other hand, setting up a new company will imply taking all the formalities from zero.
When it comes to the structure of the business, the investor can choose the legal entity when registering a new company, while the options in the case of a ready-made company are more restrictive.
No matter your choice, our company formation advisors in Montenegro recommend you consider your options very well before making a decision.
Why invest in Montenegro
Apart from having one of the lowest corporate tax rates in Europe, in the past few years, Montenegro has become a magnet for foreign direct investments (FDIs). According to statistics gathered from various organizations, including the World Bank:
- - in 2019, the country’s FDI stock was 453 million USD;
- - the total value of FDI in 2020 was 591.2 million euros;
- - Montenegro ranked 50th in the World Bank’s 2020 Ease of Doing Business report;
- - tourism, real estate, telecom, banking, and energy are the most appealing sectors for foreign investors from the UK, Russia, Italy, and Austria.
Don’t hesitate to contact us for professional assistance with the acquisition of a shelf company in Montenegro.
Meet us in Montenegro
Vladimir Radonjic is an attorney and a managing partner at Radonjic/Associates. He can help clients open companies in Montenegro.
Call us now at +382 20 620 312 to set up an appointment with our company formation agents in Podgorica, Montenegro. Alternatively you can incorporate your company without traveling to Montenegro.
As our client, you will benefit from the joint expertize of local lawyers and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in Montenegro.
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