Business in Montenegro. Opening a company in Montenegro Open a company in Montenegro

The process and requirements for the registration of legal entities in Montenegro, as well as taxation and conditions for doing business, compare favorably with other states in Europe and the Balkan Peninsula. It is also the most optimal and fastest way to get temporary.

The most common form of legal entity is Limited liability company(DOO - Serbian language. ).

Firm in Montenegro - basic information

Any foreigner can register a company.

A foreign citizen can be both a founder and a director.

Provided by law the number of LLC founders is up to 30 people.

There are no requirements for the employment of local workers.

Share capital - from 1 euro.

To register a company as an individual, only a valid passport is required.

The legal address of the company can be located at the place of residence.

Not all activities require an office.

Terms of registration of the company - 5 working days.

The existence of "zero" firms that do not carry out activities is allowed.

Executive Director

According to Montenegrin laws, the executive director is an employee. Therefore, it must be. If the executive director is a foreigner, then for his employment, you must first apply. The term for employment and registration with the tax authorities is 24 hours from the date of obtaining a temporary residence permit.

Company taxes

The main expenses for the company are taxes and deductions on wages and the cost of an accountant.

VAT - 21% (not charged if the annual turnover is less than 18,000 euros). If a Montenegrin company operates outside Montenegro, it is exempt from paying input VAT.
Corporate income tax - 9%.
Personal income tax - 9%.
Dividend tax - 9%

In Montenegro, there is also a so-called "crisis tax": all salaries over 720 e gross are subject to an additional tax at a rate of 4.00%.

In addition, in accordance with the Law on Vocational Rehabilitation and Employment of Persons with Disabilities, an employer who has not employed persons with disabilities, but has more than 10 but less than 20 employees, is obliged to pay a deduction of 5% of the average monthly salary in Montenegro. An employer with more than 20 and less than 50 employees pays a deduction of 20%. Over 50 employees are either obliged to employ 5% of persons with disabilities or pay 20% for each person with disabilities of the total number of persons with disabilities whom he must employ by law.

Salary: taxes and contributions to funds

According to the Labor Law, the minimum wage cannot be less than 30% of the average wage. The minimum statutory salary is 193 e (paragraph 2 of article 80 of the Labor Law).

At a minimum wage rate (full-time, 40 hours per week) of € 193, taxes and deductions are approximately € 130 per month (67% of the official rate).
Taxes and social security contributions are calculated in such a way that the gross salary of an employee is multiplied by a% of each tax or social tax established, namely:

1. Payroll tax (personal income tax) - 9.00% of gross salary

2. Deductions for social fees from the employee - 24.00% of the gross salary

Contributions to the Pension Fund - 15.00%

Contributions to the Health Fund - 8.50%

3.Deductions from the employer - 10.97% of the gross salary

Contributions to the Pension Fund - 5.50%
Contributions to the Health Fund - 4.30%
Contributions to the Unemployment Insurance Fund - 0.50%
Contributions to the Council of Trade Unions - 0.20%
Contributions to the Chamber of Commerce and Industry - 0.27%
Contributions to the Employment Bureau Fund - 0.20%

Special tax deduction - 10-15.00% of the salary tax *

* Note: the rate of special deduction for tax in Podgorica and Cetinje is 15.00%, in Budva 10.00%, in other Municipalities 13.00%.

Accounting services

To run the business, you need Montenegrin accountant... The cost of an accountant's services depends on the volume of work. For a company with minimal activity ("zero"), the services of an accountant will cost an average of 50 euros per month.

To the service " company registration "in Montenegro included

General consultation

Checking the name of a legal entity in the State Register of Business Entities for uniqueness

Preparation of the Memorandum of Association

Preparation of the Charter

Receiving confirmation of the absence of debts * (* required from July 1, 2013)

Registration in the Central Register of the subjects of the Commercial Court in Podgorica (regardless of the legal address of the company)

The state of Montenegro is located in southeastern Europe. This is the Adriatic coast of the Balkan Peninsula. Montenegro shares land borders with Croatia (in the west), Bosnia and Herzegovina (in the north-west), Serbia (in the north-east), the Republic of Kosovo (in the east) and Albania (in the south-east).

Montenegro became independent in 2006.

The administrative center of the republic and its capital is Podgorica.

The Serbian language has the status of a state language. The locals also understand English and Russian.

The national currency is the euro.

Why is it profitable to register or buy a company in Montenegro.

Low crime rate.
Favorable investment policy. The only types of activities in which participation for foreigners is not available are the production and sale of weapons, as well as business in border areas or in natural national reserves.
Prospects for the development of the country, expansion of international relations.

The most popular business in Montenegro:

Hotel business (occupancy in summer reaches 95-100%);

Restaurant business (a large number of vacationers makes this area very promising);

Business in the service sector (excursions, outdoor activities, rental of vehicles, yachts, etc.).

Registration of a company in Montenegro is interesting not only from the point of view of doing business. It is also the best way to legally obtain a residence permit in the country.

Thanks to the law on attracting foreign investment, today the opening of a company in Montenegro is carried out according to a simplified procedure.

Forms of doing business.

According to the laws of Montenegro, foreign persons can register:

Private entrepreneurship (Entrepreneur);
Partnership with unlimited liability or simple partnership (OD);
Limited Liability Partnership or Limited Partnership (KD);
Ordinary Joint Stock Company (AD);
DOO Limited Liability Company;
Representative office of a foreign company.

One of the most common forms of companies in Montenegro is a limited liability company (DOO). LLC today is especially important for the reason that for some time now foreign citizens can become owners of land in Montenegro only in the status of a legal entity.

The legislative framework.

Law "On Business Companies".

Registration of LLC in Montenegro. Peculiarities.

The company registration process usually takes about 2 weeks;
The minimum authorized capital prescribed by the legislation of the country is 1 euro, but this amount can be higher if you wish (for a joint-stock company, the authorized capital is 25,000 euros);
The documents required from the founder are only a foreign passport.
The number of LLC founders in Montenegro provided for by law is up to 30 people. The composition of the founders should be announced. A foreigner can be both a founder and a director of a company.
It is also necessary to provide several options for the name of the company for verification by the specialists of the state register.
It is necessary to indicate the legal address of the company and the type of its main activity.
The executive director of the company is appointed.
The documents are submitted to the Central Register of the Commercial Court in Podgorica personally by the founder or his authorized representative (under a power of attorney certified by a notary).
If the director of the company is a foreign citizen, then the fact of registration of the company is the reason for obtaining a work permit.

Accountancy in Montenegro.

A company in Montenegro must keep accounting records, even in the absence of profit.

Taxes in Montenegro.

The registration fee is € 10 for an LLC and € 50 for a public limited company.

The main expenses of the company are related to taxes and deductions on wages (67% of the official rate).

VAT is 17% (if the company's annual turnover is over 18,000 euros).

Income tax (for legal entities) - 9%.

Income tax (for individuals) - 9%.

Foreign investors pay the same taxes and receive the same tax guarantees as local businessmen. Such conditions allow all entrepreneurs to be competitive in the international market.

The company, which does not pay taxes, will soon be closed by the authorities.

We will register a company in Montenegro for you within the shortest possible time on a turnkey basis. Buying a company in Montenegro is now easier than ever. Registering a company in Montenegro is one of the easiest and cheapest ways to start a legitimate international business. Registration of companies is one of our main areas of work. You can find out everything on the topic of offshore companies, about possible offshore zones in Montenegro during a personal conversation with our lawyer or by phone.

Let's consider what is better to open in Montenegro, a state of emergency or a company. As a matter of fact, I have already written a dozen articles about this, but, over the years that I live in Montenegro, the situation changes periodically and not all of the previously written articles correspond to modern realities. Therefore, I decided to write again. From the information available in runet, this article at the time of writing will be the most relevant.

So, I'll start with the "pleasant" one, for an emergency you need an office, and a company can work without an office. That is, if you are a real entrepreneur, then you can open both a company and an individual entrepreneur, since when doing business, you will still need any commercial premises. But for freelancers and those who live in Montenegro on income from their homeland, it is better to open a company, since (again) the company does not need an office.

For those who are thinking of opening a state of emergency, I will write in more detail. What does it mean that a state of emergency must have an office? This means that without the presence of an office, you will not be given a residence permit. That is, you need to find an office, conclude a lease agreement, obtain permission from the city administration to operate a commercial premises for this type of activity. And only then, you can apply for a residence permit. At the same time, it is important that it is possible to obtain a permit to operate an office before obtaining a residence permit only if the state of emergency is in the 4th tax group, i.e. You pay at least 160 euros in taxes every month.

I hope I explained about the office in sufficient detail. For those in the tank - a final summary.

The firm can operate without an office.
If you open a private enterprise, you need to rent an office.

Go ahead, taxes. I'm not going to write about the taxes of an existing company or an emergency, since 80 percent of immigrants are not engaged in any business. If you are planning to establish a real business, contact me on Skype, I will answer all your questions. Now let's consider a situation where no activity is in progress.

In a non-operating company, the taxes are as follows: You can register for only 0.25 rates and pay only 40 euros in taxes. Attention: such low taxes only when registering a company in Herceg Novi, in other regions it is possible to register at least 0.5 rate.

In the state of emergency, as you saw above, I already wrote, "starting taxes" are not less than 160 euros per month. However, after obtaining a residence permit, you can change the type of activity, and, accordingly, the tax group. The minimum that is possible when registering an individual entrepreneur is 65 euros per month.

Let's go further. The number of activities of the company is not limited. A state of emergency can be engaged in only one type of activity, for some it suits, but for some it does not. For example, one type of activity may be for lawyers, accountants, taxi drivers, etc. But, in trade, it is very inconvenient to have only one type of activity.

Last but not least, are there any advantages to the state of emergency? Yes, there is an advantage, but only one. When registering a state of emergency, it is easier to renew the residence permit, you will have to make fewer "gestures".

Montenegro is undoubtedly a beautiful country full of beautiful beaches and cozy old streets. But the local authorities also pride themselves on the ease of starting and doing business here, even for foreigners. The portal "ZagraNitsa" tells how to open a business in Montenegro for citizens of the CIS

The first thing to say about Montenegro is that it is a small country with a population of only 600 thousand people. That is, almost like an average regional center. Therefore, large-scale ideas designed for a multi-million dollar consumer are best reserved for larger territories.

Also, when choosing Montenegro as a platform for doing business, you need to know that the country has its own specifics and a business plan should be written taking into account all local trends. It is a mistake to think that the absence of any product or service familiar in your home country or even in other European states means that it is in this direction that you need to work in Montenegro. So, the average income level here is not high, and therefore expensive goods popular in Russia and Ukraine, for example gadgets, will not be in great demand.

Photo: Shutterstock

Car rental is especially popular with tourists. Moreover, a wide variety of cars are in demand: old cars, mid-budget sedans, elite sports cars. Of course, given the popularity, the competition in the sector is rather big. But Montenegro every year attracts more and more tourists who prefer to travel around the country in their car, so that funds can be invested very profitably. The only drawback of the strategy is its seasonal nature: the influx of foreign visitors is observed from May to September.

Another advantageous option is a restaurant or a beauty salon. Both work and generate income year-round. The restaurant, of course, is better not to focus on molecular cuisine, but to make it more traditional, so that it is recognized not only by tourists, but also by locals. It's even more interesting with beauty salons - they seem to be enough, but there are few really high-quality ones in Montenegro. Therefore, when opening a salon, you should rely on the qualifications of specialists.

Photo: Shutterstock

Kindergartens are also promising in Montenegro. Locals love small preschool institutions with a cozy atmosphere, because the kindergartens are never empty.

These are far from all the types of activities that are now recommended to be engaged in in Montenegro. Investments in real estate for the purpose of leasing and other types of business will turn out to be profitable. The advice is the same everywhere: take into account the needs of the local population and the current preferences of tourists.

Business start-up procedure

Starting a business in Montenegro is incredibly easy. Everything is going so fast (especially when compared with the bureaucratic red tape inherent in the CIS) that some experts call Montenegro one of the leaders among European countries in terms of the speed of registration of an enterprise. We also note the liberal approach to foreign investment: the government allows investing in almost everything, except for a part of the sectors related to state security. And the country's legislation is tailored to European standards.

Now more about the procedure itself. Having chosen the type of activity, as well as the team of partners, it is necessary to draw up a document on the establishment of the enterprise. Then it must be submitted to the Central Chamber of the Commercial Court. As in the EU, Montenegrin laws provide for activities that require certification. If everything went well, within only 5 days your company will be registered!

Photo: Shutterstock

Now a few simple steps remain: get an identification number and open a bank account. Theoretically, it is possible to start commercial activities from this point on. This is what the law says. But based on experience, the process is often delayed from several weeks to several months. The reason is usually that Montenegrin officials may require additional work permits for the case. The catch is not that documents are difficult to obtain or that you have to wait in long queues for them: it's just that civil servants in Montenegro are very slow. Therefore, experts advise you to familiarize yourself with local legislation in detail in order to clearly know in what time frame you are required to issue the required document, and do not hesitate to declare this to officials.

However, you can start your own business in Montenegro without all these actions: not from scratch, but by buying a business. The option with a ready-made and already running business is very popular, especially in the tourism sector. Then almost all the documentation is ready, which significantly reduces efforts and financial costs, and the work is already underway. By the way, the price of "business on a silver platter" is quite reasonable: for example, a cozy little hotel is available for only 200,000 euros.

Resident card

Doing business, a foreigner can live in Montenegro for a temporary residence permit (privremeni boravak). After 5 years, the entrepreneur has the right to count on obtaining permanent residence, and then citizenship. You can learn more about the procedure.

The Montenegrin Foreign Investment Law guarantees foreigners and residents equal rights and conditions for the registration and operation of a company. Companies are widely used to purchase real estate in Montenegro with 100% foreign participation. Business registration in Montenegro is one of the ways to obtain a residence permit in the country.

Competitive advantages of Montenegro

Included in the OECD white list, not included in the FATF black list.
A DTT was concluded with the Russian Federation, Montenegro is not included in the List of States and Territories that provide a preferential tax regime for taxation and (or) do not provide for the disclosure and provision of information during financial transactions (offshore zones), approved by Order of the Ministry of Finance of Russia dated November 13, 2007 No. under certain conditions, the profits of a CFC can be exempted from taxation in the Russian Federation.
The minimum authorized capital of an LLC is 1 euro.
There are no restrictions for foreign citizens, non-residents can be appointed in the structure of the company.
Montenegro has introduced the lowest corporate tax rate in Europe (9%), income tax and VAT. All taxes are fixed.
Business registration in Montenegro is one of the ways to obtain a residence permit in the country.
An annual audit is optional for an LLC.
There are no blacklists in Montenegro, receiving payments from offshore and transferring to offshore does not entail negative consequences.
There is no foreign exchange control.
Montenegro has entered into a bilateral preferential trade agreement with the European Union, a free trade agreement with Russia and Turkey. The agreement allows duty-free import of goods produced in Montenegro into the territory of Russia.
The Montenegrin Foreign Investment Law guarantees foreigners equal rights and conditions for the registration and operation of a company.
Montenegro is not a member of the OECD, has not signed a multilateral agreement on the automatic exchange of information by the competent authorities of the respective countries, and has not announced its accession to the automatic exchange of information.

Montenegrin legislation allows various organizational and legal forms for legal entities, in particular:

individual (private) entrepreneurship;
simple (full) partnership;
command line partnership;
Joint-Stock Company;
limited liability company;
structural unit of a foreign company.

The most popular form of legal entity is a limited liability company (D.O.O).

"D.O.O" is a separate legal entity in which the liability of the participants is limited to the size of the authorized capital, and the liability of each participant is limited to the value of its share in the authorized capital.

Types of entrepreneurial activity

As a general rule, a permitted activity is one that is not prohibited by law. A list of activities requiring special permission has been approved, the requirements for certain types of activities are enshrined in the relevant regulations.

Licensed activities include:

activities in the field of energy;
banking activities;
insurance activities;
audit activity;
stock exchange activity - brokerage, dealer activity; investment package management activities; investment consulting activities; activity on guaranteed placement of securities issue;
and others.

Prohibited activities include the production and sale of weapons, business in border areas and natural national reserves.

Characteristics of a limited liability company

Executive Director: The minimum number is 1 director, there are no residency requirements. Only an individual can act as a director.
There are general requirements of labor legislation, according to which a person who is not a resident of Montenegro must obtain a work permit and a residence permit to work in Montenegro. So, in practice, if a foreign citizen is appointed as an executive director, his presence in Montenegro for several days is mandatory due to the need to go through the procedure for opening a personal bank account and submitting documents for obtaining a work permit and stay in Montenegro.
Obtaining a visa and a work permit in Montenegro can be issued after the completion of the company registration procedure.
If the director is a resident of Montenegro, then there is no need to obtain a work permit, however, he must be registered under an employment contract and he must be paid wages.
With regard to the employment of a director, the labor legislation of different municipalities differs. In Budva or Herceg Novi, the director can be employed on a part-time basis (20 hours a week), in Tivat, the requirement for the director to be employed on a full-time basis is compulsory.

Founder: LLC can be established by one or more founders. Any legal entity or individual can be the founder. The maximum number of LLC members can be up to 30.
The Central Depository Agency verifies the identity of the founder for his participation in other companies in Montenegro when registering a company, if the founder operates in another company in Montenegro that has tax arrears, the registration of the company will be refused.

Secretary: The position is optional, the director can combine the functions of a secretary.

Beneficiary: The legislation of Montenegro does not establish the obligation to submit information about the beneficiaries, that is, the ultimate owners of the company, to the Central Register of Commercial Organizations.

Authorized capital: The minimum share capital is 1 Euro. At the time of registration, the capital must be paid to an account opened in a Montenegrin bank (the account is opened in person). The fact of payment of capital in the form of an account statement is submitted to the Central Register of Companies.

Share: Each participant has a share proportional to his contribution to the authorized capital, unless otherwise provided by the memorandum of association / act. Participant shares may vary in value.

Financial statements: Submission of reports, storage of accounting, other annual reports is regulated by the Law "On Accounting and Audit". Montenegrin legislation provides for two modes of filing documents: normal mode and simplified mode.
Bookkeeping must be done on a monthly basis, and bookkeeping bills are also paid monthly to accountants.
In order to determine the choice of the mode of filing documentation, the Law "On Accounting and Auditing" introduces a classification of legal entities. The classification is based on the number of employees, total annual income, total assets. The law refers to the classification criteria as follows: the average number of employees according to the annual report is from 50 to 250; total annual income - from EUR 10,000,000 to EUR 50,000,000; total assets - from EUR 10,000,000 to EUR 43,000,000. Thus, in small businesses, two of the three above criteria are below the established benchmarks. Medium-sized organizations meet two criteria. Large organizations will fulfill two criteria for indicators above the established ones.
Large and medium-sized organizations must comply with the normal filing regime, and therefore are required to submit a balance sheet, income statement, cash flow statement, statement of changes in equity. Small businesses are subject to a simplified reporting regime and only provide a balance sheet, income statement, and statistical appendix.
All legal entities are required to prepare annual financial documents and documentation for consolidated groups by December 31, either by the day of registration of changes (mergers, acquisitions, division), or by the day the decision is made to voluntarily liquidate the legal entity. Legal entities are required to submit in paper and electronic forms the annual financial report for the previous year with a statistical annex to the Tax Authority no later than March 31 of the current year. The balance sheet and income statement must be published on the website of the Tax Authority.

Annual fees: Society is obliged to pay annually for a registered address. Additional payments to government agencies are not provided.

Bank account: An account for payment of the company's capital must be opened in a Montenegrin bank. A permanent current account of a company can be opened in another jurisdiction remotely, depending on the bank.

Cliff Law Firm has many years of experience in registering companies abroad. Continuous monitoring of changes in legislation, as well as updating the practical side of commercial activities in foreign jurisdictions is an integral part of our daily work.

Law Firm "Cliff" guarantees fast and effective assistance in setting up a business in Montenegro, opening corporate accounts, full support and maintenance of the company, as well as solutions to all related legal and practical issues.