The Articles of Association in Montenegro

All limited companies to be registered in Montenegro must have Articles of Association. These set the rules company directors have to follow when running their businesses, outlining the company’s internal operations. They are mandated by Montenegro’s New Companies Act of 2020 and become a public document when a company is set up with Montenegro’s Company Register (CRPS).

Unlike in some other countries, there is no single “Model Articles of Association” prescribed for companies established in Montenegro. Instead, the Articles of Association are usually drafted by lawyers, accounting or consulting firms specializing in incorporation (like ours!) to ensure they always meet the necessary statutory requirements. The Articles are a binding legal document between a company’s shareholders and its directors.

Which details must be stated in the Articles of Association?

According to the Montenegro Companies Act (65/2020), the Articles of Association for a limited liability company (DOO) must include at least the following matters:

• the company’s name, registered office, and e-mail address
• the company’s main business activity code;
• the rights, responsibilities, and liabilities of the company’s directors and shareholders;
• the company’s management structure: how decisions are made (unanimously or by majority);
• the appointment and removal of directors;
• the amount of share capital: how company shares are issued and transferred;
• the distribution of corporate profits and dividends;
• the procedure for resolving disputes or closing the company.

By law, limited companies in Montenegro must have at least one shareholder and director, who may be the same person. Non-resident companies are permitted to appoint only a single director who must also hold residency in Montenegro.

How are the Articles of Association amended?

Your company’s Articles of Association may need to be adjusted as your organisation evolves. This can include changes to your main business activity, the company’s name, registered office address, share capital, or shareholder structure. When a new director is appointed, you’ll also need agreement from your shareholders and must update the Articles of Association within seven working days from the date of adoption.

If not stipulated otherwise, existing articles can only be amended through a written resolution by unanimous consent of all shareholders at a general meeting. Once the amendments have been passed, you will need to submit an updated (signed by all shareholders/agents) copy of your organisation’s Articles of Association containing all changes to Montenegro’s Company Register.

Where should the Articles of Association be stored?

You should keep a copy of the Articles of Association at your company’s registered office, so that it is available for public inspection. This may also be the address of your incorporation agent or virtual office provider. Additionally, a copy of the articles must be kept with the Central Registry of Business Entities (CRPS) in Pogorica.

How can I get help drafting Articles of Association in Montenegro?

When setting up your company in Montenegro, it’s important to get your Articles of Association right from the beginning, so you don’t breach any of your legal obligations as a limited company. As part of our incorporation service in Montenegro, all our company formation packages include a set of articles and a memorandum of association.