Local and foreign citizens who want to open companies in Montenegro must complete various formalities. Apart from preparing and filing the incorporation documents, they are also required to register their businesses with several relevant authorities, among which the most important is the Central Registry of Business Entities.
Also, known as the Montenegro Trade Register, this is the body in charge of receiving companies’ Memorandum and Articles of Association and issuing certificates of registration. Apart from these, it also has other roles which are vital for all companies registered in Montenegro.
Below, our company formation agents in Montenegro offer valuable information on the Central Registry and its functions. You can rely on us if you want to set up a business and need guidance in registering it with the Companies House.
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What is the Central Registry of Montenegro?
The regional courts were responsible for registering new businesses in Montenegro until recently, when this issue was taken by the Central Registry of Montenegro. Still the Central Registry may invest a regional court to receive specific documents for registration but this must be submitted to the Central Registry in less than three days from receiving it.
The Central Registry complies with the Commercial Court. The main purpose of the Central Registry of Montenegro is to maintain an updated and centralized database with information regarding the companies. Our specialists in company formation in Montenegro can handle the company registration procedure for you.
The main functions of the Montenegro Central Registry of Business Entities
The Trade Register in Montenegro has multiple roles, however, its main responsibilities are:
- to incorporate all business entities recognized by the Company Law in Montenegro;
- to record all documents related to the incorporation of new companies;
- to maintain updated information on all Montenegro-based companies’ information;
- to collect registration fees and publish various data on companies;
- to issue various certificates, such as trading name reservation forms;
- to complete inquiries on companies and issue information about them;
- to set various late payment and alteration fees for companies;
- to record all amendments and changes brought to companies’ data.
The Central Registry of Business Entities is the most important authority in Montenegro when it comes to regulations to be respected by all types of legal forms acknowledged by the Company Act and Commercial Code.
Moreover, the creation of the Companies Register was decreed under the Company Law in Montenegro.
If you want to open a company in Montenegro, you can grant our local agents a power of attorney for representation with the Trade Register.
Legal entities that can be registered with the Montenegro Trade Register
Under the national legislation all legal forms falling under the governance of the Company Law must be registered with the Central Register in Montenegro, from the simplest to the most complex. These include sole proprietorships, partnerships and limited liability companies. The only difference when it comes to the creation and incorporation of all entities refers to the complexity of the procedure. Foreign entrepreneurs can set up the same types of entities as local ones, while companies can operate through branch offices and subsidiaries which must also be registered with the Registrar.
For sole proprietorships and partnerships, registration with the Trade Register is quite simple, while for limited liability companies, it will depend on several documents that must be duly prepared. By this, we mean that they must be drafted and authenticated by public notaries. In the case of foreign citizens, specific documents must be translated.
No matter the type of entity you want to register, our company registration advisors in Montenegro are at your service with information on the documents you need to prepare. We can also handle the formation procedure on your behalf, as the Central Register accepts incorporation by proxy.
How can a company register with the Central Registry?
The limited liabilities companies and the joint stock ones can achieve the status of legal personality only after these companies were registered with the Central Registry.
For a partnership it is not mandatory to be registered with the Central Registry of Montenegro. This type of business may be regbistered for statistical reasons.
Every company must pay a registration fee or issuance fee (in case copies of documents are necessary) and our company formation agents in Montenegro can tell you more about this fee.
The registration of a company in Montenegro is made by submitting special documents, specific for every type of business.
The joint stock companies must deposit the following documents:
- – the completed registration form;
- – the foundation act;
- – the minute of the founding meeting;
- – a list with all the board members;
- – details regarding the executive manager;
- – signed declaration of agreement to perform tasks in the company;
- – the decision from Security Commission board approving the public trade of the shares;
- – the proof that the minimum share capital and the registration fee were paid.
The limited liability companies must apply with:
- – the completed standard application form;
- – the minute of the meeting where the decision of foundation was taken;
- – the incorporation act;
- – the proof of paying the minimum share capital and the registration fee.
The individual entrepreneur and the partnership are not obliged to register but if they want to they can by submitting a registration statement.
You can also rely on us if you want to enroll in the Montenegro citizenship by investment scheme.
Maintaining and updating company records in Montenegro
One of the main functions of the Companies Register in Montenegro is maintaining updated records on companies. For this to happen, company representatives, usually one of the managers, must report all modifications to the Register.
Among the changes that can be made in a company in Montenegro are:
- – changes in the company name;
- – changes in the legal address;
- – alterations to the shareholding structure and capital;
- – management changes;
- – business form changes.
All these must be reported in due time and recorded in the Central Registry’s database.
The Montenegro Central Registry is also in charge with de-registering businesses as part of the company dissolution procedure.
Our Montenegro company formation agents can help with making various amendments in existing companies, as well as, with liquidation and dissolution services.
How can a information be checked in the Central Registry?
All the information from the Central Registry of Montenegro is available for the public, via Internet or at the office from Podgorica. Trained personnel are provided in order to receive copy of the Registration Certificates, Certificates of Non-Existence or Abstracts.
A claimant is entitled to receive compensations from the Commercial Court if the information is not accurate because of the Registry’s personnel.
Economy of Montenegro
According to recent statistics presented by the International Monetary Fund and quoted by LloydsBankTrade:
- – Montenegro’s economy registered an increase of 3.6% in 2019;
- – in 2019, around 20% of the investments in the energy and tourism came from foreign investors;
- – in 2020, Montenegro’s Gross Domestic Product (GDP) is expected to be 5,69 billion USD;
- – in 2021, the GDP is predicted to grow to 5,99 billion USD.
For more details about this institution or for assistance when registering a company, please contact our company registration experts in Montenegro.