Montenegro’s New Company Law. Corporate reform from 2026

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Montenegro introduced a new comprehensive Law on Business Companies effective from 1 January 2026, fundamentally reshaping corporate governance, registration procedures and disclosure obligations. The reform is designed to modernise the business environment, enhance transparency and gradually align Montenegro’s corporate framework with European standards, an important step in the country’s EU accession path.

The new law applies to both domestic and foreign companies operating in Montenegro and introduces mandatory compliance requirements, failure of which may result in registration refusals and operational restrictions.

Governance and structural changes

The law significantly revises the regulation of corporate bodies, introducing more detailed rules for both one-tier and two-tier governance models, as well as specialised committees. Mandatory content of articles of association has been amended, requiring companies to align their constitutional documents within strict transitional deadlines.

Public joint stock companies will be required to adopt a remuneration policy and prepare an annual remuneration report subject to mandatory audit and public disclosure. Shares with multiple voting rights are prohibited, strengthening minority shareholder protection and improving corporate decision-making transparency.

Digitalisation of corporate procedures

Digital transformation is a central pillar of the reform. Full electronic incorporation is now permitted, including electronic signing and submission of documents, as well as virtual participation and voting at general meetings. However, authorities retain the right to request in-person verification in specific cases related to legal capacity or representation authority.

New IT procedures for shareholder identification and electronic communication are introduced, alongside expanded disclosure and record-keeping obligations with the Central Registry of Business Entities, subject to a strict seven-day update deadline.

Gender representation and compliance duties

Public joint stock companies must comply with gender representation requirements in management bodies by 30 June 2026. This includes adopting a gender balance strategy, submitting annual reports to the competent ministry, publishing relevant data on corporate websites and incorporating disclosures into corporate governance statements. Non-compliance will result in rejection of registrations by the registry authority.

Shareholders, capital and minority protection

The law introduces the concept of additional payments by shareholders of limited liability companies that do not increase share capital, regulated by detailed rules on introduction, exemption and repayment. Minority shareholder protections are enhanced, particularly in cases where the value of non-cash contributions declines and revaluation becomes mandatory.

Joint stock companies must also harmonise ordinary shares with different nominal values by the end of 2026, while preserving proportional ownership. Rules governing high-value asset disposals, acquisition of own shares and share transfers are substantially revised.

New concepts and the European trajectory

For the first time, the law formally introduces the concept of a group of companies, clarifying legal and factual control between parent and subsidiary entities, including presumptions of control based on board appointments. Liquidation rules are redefined, distinguishing voluntary, judicial and compulsory liquidation and clarifying their relationship with bankruptcy proceedings.

The law also provides for European corporate forms such as the Societas Europaea and the European Economic Interest Grouping, although their application, along with certain cross-border procedures, is deferred until Montenegro’s accession to the EU.

Transitional rules and deadlines

Companies must align their articles of association and operations with the new law and register amendments by 31 March 2026. Procedures initiated prior to the law’s entry into force, including restructurings, capital changes and share issuances, will be completed under the previously applicable legal framework, ensuring continuity and legal certainty.

As reported by International Investment experts, Montenegro’s new Law on Business Companies represents one of the most far-reaching corporate reforms in recent years and requires early legal and operational preparation. Companies that proactively update governance structures, constitutional documents and digital processes will be best positioned to ensure compliance and maintain business continuity during the transition.