The Memorandum of Association in Montenegro

When setting up a new limited company in Montenegro, besides the Articles of Association, founders must also submit a Memorandum to Montenegro’s Company Register. A Memorandum of Association is a legal document signed by all original founding members of a limited company (Društvo sa ograničenom odgovornošću – D.O.O.).

Contrary to the Articles of Association, the Memorandum is a historical document, which can not be altered, regardless of whether new shareholders join or original members leave the company. All limited companies should keep a copy of their Memorandum at their registered office address.

The Basics

The Memorandum of Association is the document that details the founding members and their intent to set up a company in Montenegro. Alongside CRPS’s official registration form (Jedinstvena registraciona prijava) and the Articles of Association, the Memorandum is required by law to register your company as a legal entity under the Companies Act (65/2020).

All subscribers (a.k.a. founding shareholders – osnivači) to this Memorandum confirm their agreement to obtain at least one share in the company being established. The wording is not predetermined and can be amended, depending on the shareholder/founders’ agreement, and is typically drafted by lawyers or consultants (like adriacom!).

What does it contain?

• Company name: the registered name of the company, following Montenegro’s naming conventions;
• Date of incorporation;
• Companies Act under which the company is registered;
• Registered office and e-mail address;
• The name, passport number, and signature of each shareholder and director;
• Share capital – amount and distribution;
• Main business activity code.

The names of all shareholders, along with their respective shareholdings, are recorded in Montenegro’s Central Registry of Business Entities (CRPS) in Podgorica. These records are freely accessible to the public online.

Where to get help drafting a custom Memorandum?

Talk to a corporate lawyer or professional company formation agent (like adriacom!) to help you draft your Memorandum of Association tailored to your individual needs and ensure that it complies with Montenegrin company law. We have set up hundreds of limited companies, with one or more shareholders.