Company formation in Montenegro 2025/2026: What has really changed for foreigners

Firmengründung Montenegro

Company formation in Montenegro 2025/2026: What has really changed for foreigners

If you want to set up a company in Montenegro, you will notice very clearly that the environment has changed since 2025. Although it is still possible to set up a company and is not complicated in principle, the framework conditions are stricter, more digital and much more strictly controlled than they were a short time ago. This is particularly important for foreigners, because setting up a company in Montenegro is often not just an economic decision in practice, but is also linked to residency, work permits, bank accounts, tax obligations and ongoing company activities.

In recent years, Montenegro has been attractive to many foreign entrepreneurs because a d.o.o., i.e. a limited liability company, can be set up relatively easily. This form is still the standard for small and medium-sized companies today. The law expressly allows both foreign natural persons and foreign legal entities to be founders. At the same time, the statutory minimum share capital of a d.o.o. remains very low and is only 1 euro. At first glance, this sounds very investor-friendly, but in practice it does not mean that a company with 1 euro capital will be accepted everywhere without any problems. Banks, business partners and authorities are increasingly taking a closer look at whether there is a serious, viable business model behind the company.

The real upheaval began less with the business start-up itself than with the question of how Montenegro deals with foreign company owners and managing directors. Until recently, it was common practice for foreigners to set up a company, appoint themselves as managing directors and receive a residence permit, even though the company had little or no economic activity. It is precisely this model that has now come under massive pressure. The government openly announced back in November 2025 that it wanted to curb abuse and link residence rights more closely to genuine business activity. During this phase, there was even a model under discussion according to which managing directors or majority shareholders with a stake of more than 51% should employ at least three employees, two of whom should be full-time Montenegrin citizens. At the same time, the government announced increased data synchronization between the Ministry of the Interior, the tax authorities and the police, particularly with regard to inactive and insolvent companies.

However, what is decisive for current practice is above all what is shown in the subsequent legal evaluations of the actually applicable legal situation. The main focus there is now on a different threshold: anyone working as a registered entrepreneur or as an employed managing director in a company in which they personally hold more than 51% can only extend their combined residence and work permit if at least EUR 5,000 in taxes and social security contributions were paid in the previous year. According to current specialist evaluations, this condition does not apply to EU citizens and their family members, nor to citizens of Iceland, Liechtenstein, Norway and Switzerland. It is also important to note that applications for an extension must be submitted in good time, i.e. at least 30 days before the previous title expires.

This has led to a noticeable shift in the logic of company formation for foreigners. In the past, it was often enough to have a company in the first place. Today, there is much more scrutiny of whether the company actually exists. In practice, this means that bookkeeping, salary reports, tax payments, insurance registrations and economic activity are no longer mere formalities, but are part of the core of legal protection. Anyone setting up a company in Montenegro today should therefore no longer see it as a mere residence solution, but as a real company that needs to be set up properly from the outset.

A lot has also happened at the corporate law level itself in 2026. A new company law has been in force since January 1, 2026, which, according to Montenegro, is intended to bring modern corporate governance rules, greater transparency and closer alignment with European standards. The reform affects not only large companies, but also the structure of the register, mandatory information in articles of association, electronic communication and the way in which changes are registered. It is particularly important that existing companies have to adapt their formation documents and internal organization to the new legal situation. In recent legal summaries, March 31, 2026 was initially cited as an important deadline for this. In addition, reference is made to extended disclosure and reporting obligations to the register, in some cases with very short deadlines.

What does this mean in concrete terms for someone who wants to set up a company today? First of all, digitalization is no longer a side issue, but the new standard. Since 2025/2026, the Montenegrin system has been moving away from paper-based procedures and towards electronic registration via the CRPS or IRMS register and tax system. The state contact point for services already points out that eFirma enables electronic registration and that applications for incorporation, changes and extracts can be submitted via it. Documents must be submitted in the original or as a certified copy, but the application process itself is increasingly digital. Specialist portals accompanying the changeover in 2026 even describe the process as completely online, with a qualified electronic signature, electronic submission and a statutory decision deadline of three working days. In parallel, the tax administration has rolled out the new integrated IRMS complex as a central system and explicitly stated that the new information network is intended to replace the previous outdated systems and facilitate the fulfillment of tax and registration-related obligations.

This digitalization has two sides. On the one hand, it can significantly speed up the process. Once the documents are complete, the register should make a decision within a short period of time. On the other hand, the changeover at the beginning of 2026 has shown that new systems also cause friction losses. Expert contributions from the field report delays and uncertainties from January to March 2026 because technical and legal issues had to be resolved simultaneously. For founders, this means that the theoretically very fast and efficient digital foundation currently requires a little more preparation and coordination in practice. Anyone setting up a company today must ensure that all documents are not only complete, but also correctly prepared digitally. Errors or ambiguities lead to delays more quickly in the new system because processes are more standardized and there is less room for “manual touch-ups” than before.

Another very important point that is currently often underestimated is the mandatory use of the digital system itself. All processes – from incorporation and changes to tax returns and ongoing communication with the authorities – now run centrally via the IRMS system. Without access to this system, it is practically no longer possible to run a company properly. This applies not only to larger companies, but also to small companies and sole traders alike.

This is associated with a new requirement that is now mandatory for every entrepreneur: the so-called token, i.e. a qualified digital certificate. This acts as an electronic signature and also serves as secure identification in the system. Without this token, you cannot log into the system, sign any documents or carry out any official transactions. The token is therefore not an option, but a mandatory basis for any business activity in the new system.

Parallel to these technical requirements, there have also been practical effects that many founders are currently feeling directly. Due to the changeover to the new system and the new legal requirements, numerous existing companies have had to adapt their documents, restructure some of them and resubmit them in digital form. The workload has also increased for start-ups, as documents not only have to be created, but also digitally processed and signed in compliance with the system.

As a result, additional costs are currently incurred for almost every company start-up – and also for existing companies. These include applying for the token, setting up technical access, adapting articles of association and company data as well as support from accountants, tax consultants or lawyers. And this is precisely a point that needs to be clearly addressed: These costs are not insignificant in many cases. Anyone setting up a company today or adapting an existing one should definitely factor in these additional expenses and not assume that everything will be as cheap and uncomplicated as it was just a few years ago.

At the same time, however, this development also brings with it a clear direction. The system is becoming more transparent, more structured and more stable in the long term. Processes are traceable, digitally documented and much less dependent on individual interpretations. This is a clear advantage for serious entrepreneurs. Those who work cleanly and are serious about their business will find significantly better and more secure framework conditions in this new environment than before.

Our support in setting up companies and adapting existing companies

The current changes clearly show that setting up a company in Montenegro today is more than just a formal step. The new legal requirements and digitalization in particular make it more important than ever to implement the process in a clean, structured and completely correct manner.

This is exactly where we come in.

We provide our clients with comprehensive support when setting up a company in Montenegro – from the initial consultation to the selection of the right structure and the complete implementation of all necessary steps. We not only take care of the actual incorporation, but also all related issues such as registration, communication with authorities, setting up digital access and coordination with accountants and other partners.

Of course, we also support existing companies. Particularly in the course of the new legal requirements and the switch to digital systems, many companies have to be adapted, updated or in some cases re-filed. We also support our clients in these cases and ensure that all the necessary steps are implemented correctly and in a legally compliant manner.

Our aim is to make the entire process as simple, efficient and transparent as possible for our customers – regardless of whether it is a new company being founded or an existing company being adapted.

We are always happy to answer any questions, provide individual advice or help with specific implementation.

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