Starting a Business in Montenegro – Procedure, Time and Cost

The 2019 Doing Business project captures several important dimensions of the regulatory environment as it applies to local firms. Among others, it provides quantitative indicators on regulation for starting a business.

This topic measures the number of procedures, time, cost and paid-in minimum capital requirement for a small- to medium-sized limited liability company to start up and formally operate in Montenegro’s largest business city.

1. Certify the company’s founding agreements

Agency: Basic Court and Public Notaries
Montenegrin Notary Chamber in 2011 started doing almost all work in relation with notarization-certification. Lawyers are no longer authorized to do the certification of corporate documents. The applicant certifies company documents at the basic court and certifies copies at municipalities. Certification fees vary depending on the number of pages, documents, and so forth.

If you need to have your documents translated, you can do so at authorised agencies , such as Prevodilac.me.

Time to complete: 1 day

2. Pay registration fee and publication fee

Agency: Bank

Payment of the registration fee and the publication fee is done at the bank, after which proof of payment shall be deposited to CRBE, together with all the required documents for registration of the company. The bank is located outside the CRBE building.

Time to complete: 1 day

3. Submit the request together with the necessary documents and obtain the registration certificate, TIN (tax identification number), VAT tax number and customs authorization

Agency : Central Registry of Business Entities of the Tax Administration (CRBE)

The applicant first checks the company name online at no charge (www.crps.me); name reservation is not required, but is available for additional fee. After that, applicant comes to the Central Registry of Business Entities located at the Tax Authority with completed documents and registers the name and company. At the Registry, separate counter exists for LLC registration.

The Central Registry of Business Entities prepares text for the announcement of company formation. The registry also estimates the publication fee (based on notice length) and sends all notices to the Official Gazette, which are published in the upcoming issue. Publication time is 10–15 days. However, subsequent procedures do not depend on the announcement, so the client can continue to form the company regardless of the publication date.

Required documents for registration are:
1. Article of Incorporation (Statute);
2. Founding decision (Agreement) signed by the notary;
3. Registration Form PS01: list of founders, members of a company, managers and members of the board of directors, if they are appointed:
(a) the first and surnames and any former names;
(b) their personal identification number;
(c) their residential addresses;
(d) their citizenship;
(e) details of any other directorships, memberships in limited liability companies or partnerships, or other management positions held in Montenegro or elsewhere and the place of registration of such companies if not in Montenegro; name of an executive director; name of the company, address of the seat of the company and address for receiving official correspondence, if they are different; persons authorized to represent the company and information if the representation is collective or individual;

4. Confirmation of payment of registration and publication fees.

Time to complete: 5 days

4. Obtain company’s seal

Agency: Seal maker or your Accountant

The company seal or stamp is a core instrument in company legal transactions. The seal is made on the day it is ordered. Cost varies from 20 to 40 Euro.

Even though as of 2011 the use of seal is not mandated by law, it is still widely used in practice. Usually, authorities insist on having seals on the documents issued by company. Furthermore, the seal is required to open a bank account.

Time to complete: 1 day

5. Open a bank account

Agency: Commercial Bank

According to Article 5 of the Law on Prevention of Illegal Business, legal entities and entrepreneurs are obliged to open an account with the bank, to keep funds on that account and transfer funds through it, including payment of taxes, surtaxes and contributions on gross salary, as well as payment of net salaries to employees.

Request for opening of the bank account is submitted on the form ZZOUR of the bank, by post or personally, and it has to have the following information:
– Name of the requesting party
– Address of the seat of the company and the telephone
– Name of the account

Besides the form ZZOUR, an entrepreneur has to submit the following documents:

1. A confirmation of the Central Registry of Commercial Entities in Podgorica on registration (validated copy),
   2. A contract on opening of the account and keeping the account (is closed in a bank),
   3. A card of the deposited signatures (is received in the bank),
   4. OP (validation of the signature),
   5. A document on tax identification number (PIB) by the Tax Authority of Montenegro,
   6. Photocopy of IDs of authorized persons of the company.

Additionally, bank will require evidences for ultimate beneficiary of the company.

Time to complete: 1 day

6. Finalize registration with Tax Authority and register with the Employment Bureau, the Pension Fund, and the Health Fund

Agency: Tax Authority

The company is being established with the Tax Administration, considering that Central Registry of Business Entities is a body under Tax Administration. However, certain additional registrations (employees and bank account) are to be done after the company has been established. The company must file a bank account certificate as well as single registration form (JPR) to register the company and its employees with the Tax Administration.

Registration is then automatically done with the Employment Bureau, the Pension Fund, and the Health Fund.

Time to complete: 1 day

7. Pay administrative fee for notification of the municipal authority in charge of economic affairs

Agency: Bank

Prior to notifying the competent inspection authority and the municipal authority in charge of economic affairs, new company needs to pay the administrative fee at a bank.

Time to complete: 1 day

8. Notify the competent inspection authority and the municipal authority in charge of economic affairs

Agency : Municipality

Information regarding trade notification and administrative fee are provided at the website of Municipality ( http://podgorica.me/ )
Notification of trade activities of the Company is free of charge. An administrative fee with the Municipality in the amount of EUR 3 is paid separately at the bank.

Time to complete: 1 day

Source: 2019 Doing Business website