The Montenegrin Company Act provides for companies to meet certain requirements before being registered, and one of them refers to appointing directors. However, it is also possible to appoint nominee directors who will have limited powers and specific responsibilities only.
Below, our Montenegrin company formation agents explain when and how nominee directors can be used and what the roles of such service providers are.
Table of Contents
What is a nominee director?
A nominee director is usually a professional or service provider who can be appointed as an officer in a Montenegrin company. The nominee acts as an agent whose name can be entered into the records of the Trade Register for the purpose of company registration in Montenegro.
Is it legal to appoint a nominee director in Montenegro? Yes, it is legal, as long as the business owners and the service providers establish the duties and responsibilities of each party. For this purpose, they will enter a contract in which all details are stipulated.
Nominee services are usually employed by foreign investors setting up companies in Montenegro and need to comply with the legal requirements in this sense.
Types of entities that can appoint nominee directors in Montenegro
The two legal forms that can use the services of a nominee director are the private and public limited liability companies. Sole traders and partnerships do not have complex management structures, and so they do not need such solutions.
Both corporate forms need to have at least one director. The person does not need to be a Montenegrin resident, which is why a services provider can also be used.
Role and duties of a nominee director in Montenegro
The nominee director is usually a professional within a specialized firm who will fulfill specific duties. However, this positions also comes with certain restrictions.
Here are the duties of a nominee director in Montenegro:
- submitting the company’s annual accounts with the Trade Register;
- filing tax returns with the Tax Department in Montenegro;
- convening the shareholders’ Annual General Meeting.
Apart from these, the nominee director can also take other roles and responsibilities in accordance with the obligations set out in the service contract or at the request of the shareholders.
Apart from responsibilities, there are also certain restrictions that come with this job. Among them are the following:
- the nominee does not make business, organizational, or other types of decisions on behalf of the company;
- the nominee is not actively involved in the management of the company;
- the nominee will not have access to the company’s financial information, nor complete operational activities.
Feel free to ask any questions you may have about nominee directors with our company formation agents in Montenegro.
Time frame to maintain a nominee director in such a position
The law does not stipulate for a specific period of time during which a nominee can hold the office of a company director. This decision is usually left at the discretion of the shareholders who can end or prolong the service contract.
If you need assistance in drafting such a contract, you can rely on our local consultants.
How many companies operate in Montenegro?
According to data compiled by a statistics company, up to this point in 2024:
- there are more than 50,366 active businesses in Montenegro;
- the largest number of them, 15,472, operate in the services sector;
- 11,167 engage in retail trading activities;
- 6,851 operate in the wholesale trade industry.
If you want to open a company in any of the sectors above or need nominee services in Montenegro, please contact us for assistance.