Certify the company’s founding agreements
Agency: Basic Court and Public Notaries
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.
Montenegrin Notary Chamber was established on 29 April 2011, and on 25 June 2011 they started operating when almost all work in relation with notarization-certification has been relocated from basic courts to public notaries.
The total cost through a notary is: ~31 Euro (~15.5 Euro for the founding agreement (2.5 Euro per signature * 21% VAT) + (15.5 Euro for the OP (2.5 Euro per signature * 21% VAT).
Time and cost: 1 day, EUR 31 ( EUR 15.5 for founding agreement + EUR 15.5 for OP)
Pay registration fee and publication fee
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 and cost: 1 day, EUR 10 (registration fee) + EUR 12 (publication fee)
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:
- Article of Incorporation (Statute);
- Founding decision (Agreement) signed by the notary;
- Registration Form PS01: list of founders, members of a company, managers and members of the board of directors, if they are appointed:
- The first and surnames and any former names;
- Their personal identification number;
- Their residential addresses;
- Their citizenship;
- 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.
- Confirmation of payment of registration and publication fees.
Time and cost: 5 days, included in procedure 2
Obtain company’s seal
Agency: Seal maker
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 30 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 and cost: 1 day, EUR 30-40
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:
- A confirmation of the Central Registry of Commercial Entities in Podgorica on registration (validated copy),
- A contract on opening of the account and keeping the account (is closed in a bank),
- A card of the deposited signatures (is received in the bank),
- OP (validation of the signature),
- A document on tax identification number (PIB) by the Tax Authority of Montenegro,
- Photocopy of IDs of authorized persons of the company.
Additionally, bank will require evidences for ultimate beneficiary of the company.
Time and cost: 1 day, no charge
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 and cost: 1 day, no charge
Pay administrative fee for notification of the municipal authority in charge of economic affairs
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 and cost: 1 day, EUR 3
Notify the competent inspection authority and the municipal authority in charge of economic affairs
Agency: Municipality and market inspection
Commencement of the performance of trade shall be notified to the competent inspection authority and municipal authority in charge of economic affairs, at least eight days before the commencement of trade activities. Information regarding trade notification and administrative fee is provided on 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 and cost: 1 day, included in procedure 7