The new Companies Act (“2026 Companies Act“) and the new Act on Registration of Commercial and Other Entities (“Registration Act“) have entered into force on 1 January 2026. These statutes were enacted in the context of the provisional closure of EU accession negotiations on Chapter 6 (Company Law).
All companies are required to adjust their Articles of Associations with the new Companies Act by 1 April 2026. Joint-stock companies with ordinary shares of differing nominal values must complete the process of share homogenization by 7 January 2027. The most important change brought about by the new Registration Act is a shift to mandatory electronic registration.
Key novelties of the Companies Act
Corporate governance structure
The governance framework for joint-stock companies has been redefined. Joint-stock companies may adopt either a one-tier or two-tier governance structure.
The two-tier system comprises a collective management board and a supervisory board, or alternatively, a single director and a supervisory board.
Private joint-stock companies with a one-tier structure may appoint either a sole executive director or a board of directors, which may include one or more executive directors.
Public (listed) joint-stock companies with a one-tier structure must have a board of directors with a majority of non-executive directors. Additionally, listed joint-stock companies are required to adopt a corporate governance code.
Limited liability companies may only have a one-tier governance structure, consisting of either a sole executive director or a board of directors.
Public joint-stock company
Under the previous Companies Act, the term “companies of public interest” encompassed joint-stock companies and limited liability companies that issued securities or other financial instruments. The 2026 Companies Act replaces this concept with the term “public joint-stock company,” defined as a joint-stock company that has either completed a public share offering or whose shares have been admitted to trading on a regulated market in Montenegro.
Public joint-stock companies classified as “large” must ensure gender equality within their management bodies by 30 June 2026. A company is considered “large” if it meets at least two of the following criteria: (i) an annual average of more than 250 employees; (ii) annual revenue exceeding EUR 50 million; or (iii) total assets exceeding EUR 25 million.
Gender equality is achieved if either of the following thresholds is met:
(i) at least 40% of non-executive directors on the board of directors or at least 40% of supervisory board members (or at least one member if the supervisory board consists of three members) belong to the underrepresented gender; or
(ii) at least one-third of all director positions, executive and non-executive, are held by members of the underrepresented gender; or
(iii) if there are four directors, at least one must be from the underrepresented gender; if there are ten directors, at least three must be from the underrepresented gender.
Shareholders’ agreements
The 2026 Companies Act recognizes shareholders’ agreements as legal instruments governing the mutual rights and obligations of shareholders, with legal effect exclusively among the signatories. Such agreements are not subject to registration with the Central Registry of Commercial Entities (“CRCE“).
Fiduciary duties extended to de facto directors
The scope of individuals subject to fiduciary duties—including the duty of care, duty to disclose personal interests, duty to avoid conflicts of interest, duty to protect business secrets, and non-compete obligations—has been expanded to include:
(i) persons who act as members of a governing body without formal appointment (de facto directors); and
(ii) persons whose instructions or guidance are consistently followed by directors or de facto directors.
Expanded concept of corporate veil piercing
The 2026 Companies Act broadens the definition of “abuse of legal personality.” Unlike the previous legislation, which enumerated specific instances of abuse, the new Act focuses on the substance of shareholder conduct. Abuse is deemed to occur whenever a shareholder acts in a manner that disregards the company’s separate legal identity, thereby conflating the individual and the company.
Service of documents
The 2026 Companies Act introduces new rules regarding service of documents on companies. A document sent by registered mail (preporučena pošta) to the company’s address registered with the CRCE for receipt of notices, or to its registered seat, which cannot be successfully delivered, will be deemed served upon the expiration of eight days from the date of dispatch. These service rules apply exclusively to out-of-court correspondence.
Non-monetary contributions
The evaluation of non-monetary contributions to share capital by a licensed appraiser remains mandatory only for joint-stock companies. In other company forms, shareholders may agree on the valuation, provided the agreement describes each asset, identifies the owner, and confirms whether the assessed value corresponds to the ownership interests acquired. Creditors may challenge such valuations within five years if the company becomes unable to meet its obligations. If a court determines that the actual value is less than the agreed value, the contributing shareholder must pay the difference to the company and bear the costs of proceedings jointly and severally with the company. The burden of proof rests with the contributing shareholder.
Appraisal is not required when the contribution consists of transferable securities traded on a regulated market or multilateral trading platform, has been appraised within the preceding six months, or its value is ascertainable from audited financial statements of the contributing shareholder, provided the auditor’s opinion is unqualified. In such cases, the value is confirmed by the chairman of the board of directors or management board.
Qualified majority for amendments to Articles of Association
Amendments to the company’s articles of association require a two-thirds majority of all votes. If an amendment increases a shareholder’s obligations, the consent of that shareholder is required.
Additional payments (dodatne uplate) as a new financing tool
The articles of association of a limited liability company may require shareholders to make additional payments in proportion to their shareholding, pursuant to a resolution of the shareholders’ assembly. Additional payments are not capital contributions, as they may only be made in cash and do not increase share capital. They are distinct from shareholder loans, as they require shareholder approval, are subject to stricter repayment conditions, and cannot be repaid by set-off.
Interim dividends
The 2026 Companies Act regulates interim dividends for the first time. Distribution of interim dividends may be approved by an extraordinary shareholders’ assembly or by the board of directors or management board, subject to prior authorization by the shareholders’ assembly. Interim dividends may be distributed if interim financial statements demonstrate sufficient profit and available cash, provided the amount does not exceed the profit generated, plus retained earnings and distributable reserves, minus losses and mandatory allocations to statutory reserves.
Compulsory liquidation
Companies that fail to submit annual financial statements within the prescribed deadline for two consecutive fiscal years may be subject to compulsory liquidation.
Key novelties under the Registration Act
Registration with the CRCE is now conducted exclusively online. Supporting documents must be submitted as original electronic documents or as digitized copies of hard-copy documents. Where notarization is required, it must be performed electronically.
Any corporate change subject to registration must be filed with the CRCE within seven days of the change. Late filings will be processed, but the CRCE is required to initiate misdemeanor proceedings against the company. Fines for late registration range from EUR 500 to EUR 20,000 for the company, and from EUR 150 to EUR 1,500 for the responsible director.
However, the online registration system is not yet fully operational. Notaries in Montenegro have indicated they are not prepared for online notarization, and users have reported technical issues with the CRCE’s online platform. These issues are expected to be resolved in due course.
