Business Structures in Montenegro: d.o.o., a.d., Partnerships, Branches & Representative Offices
Preduzetnik (Sole Proprietor)
Fastest entry for freelancers and micro-businesses. Unlimited liability, taxed as personal income. Suitable for simple, low-risk activities.
d.o.o. — društvo sa ograničenom odgovornošću (Limited Liability Company)
The default choice for SMEs and foreign founders. Min. capital: €1. 1–30 members allowed. Limited liability. Flexible governance.
a.d. — akcionarsko društvo (Joint-Stock Company)
For larger/regulated ventures or where share issuance is needed. Min. capital: €25,000. Stricter governance and reporting.
o.d. — ortačko društvo (General Partnership)
Two or more partners with unlimited joint liability. No minimum capital. Simple but riskier.
k.d. — komanditno društvo (Limited Partnership)
At least one general partner (unlimited liability) and one limited partner (liability limited to contribution). No minimum capital.
Branch of a Foreign Company (dio stranog društva)
An extension of a foreign legal entity. No separate legal personality in Montenegro. Can conduct commercial activities of the parent.
Representative Office (predstavništvo)
A non-trading liaison unit of a foreign company (marketing, research, partner contact). Cannot invoice or sign commercial contracts.
Who it fits
Entrepreneurs, consultants, tech/service companies, and most small-to-medium ventures needing limited liability with minimal capital outlay.
Key legal points
Members: 1 to 30. Single-member d.o.o. allowed.
Capital: €1 minimum (cash or in-kind).
Liability: Limited to contributions.
Management: One or more directors. (Directors need not be Montenegrin residents for registration. If physically working in Montenegro, consider residence/work permissions.)
Company seal: Not legally required.
Taxes & VAT (high level)
Corporate income tax (CIT): Progressive—9% / 12% / 15% depending on profit bands.
VAT: Standard 21% (with reduced rates, including a 7% and an additional reduced 15% tier for certain categories). Mandatory registration when turnover exceeds €30,000 in any rolling 12-month period; voluntary registration possible below.
Typical setup steps
Pick a name and activity code(s) (NKD 2010 / NACE Rev.2 aligned).
Prepare founding decision and Articles/Statute (single- or multi-member).
File via CRPS/eFirma with the Unified Registration Application.
Upon registration, complete tax/VAT (if applicable), beneficial owner (RSV) entry, and open a bank account.
Obtain any sector licenses if your activity requires them.
When to use
Larger capital-intensive ventures, regulated sectors, or where share issuance, broader investor base, or future listing is contemplated.
Key legal points
Capital: €25,000 minimum.
Governance: General Assembly plus Board (one-tier or two-tier per statute).
Audit & reporting: Stricter than for a d.o.o.
Transferability: Shares facilitate ownership changes, investment rounds, and collateralization.
o.d. (General Partnership)
Two or more partners operate under a partnership agreement. All partners are jointly and severally liable. Works for professional practices where partners accept unlimited risk and want simplicity.
k.d. (Limited Partnership)
At least one general partner (manages, unlimited liability) and one limited partner (capital-providing, limited liability). Useful for investment or project structures where passive partners cap their risk.
A branch has no separate legal personality—it’s the foreign company operating in Montenegro. It can invoice, sign contracts, and employ staff within the parent’s scope of activity. The parent remains liable for branch obligations. Registration is with CRPS; accounting and tax filings are required locally.
Use a branch when: you want to test the market without incorporating a subsidiary, maintain tighter control from HQ, or keep financials integrated.
Set up as a non-trading liaison presence—no sales, no invoicing, no commercial contracts. Typical uses include market research, promotional activity, and partner outreach before committing to a branch or subsidiary.
Use a representative office when: you need a light footprint to research or promote, and you won’t conduct revenue-generating operations in Montenegro.
Consulting/IT studio with 1–5 staff: d.o.o.
Minimal capital, limited liability, straightforward compliance.
Venture raising outside investment or planning to issue shares: a.d.
Facilitates investor entry, though with higher governance overhead.
Local partner “sweat equity” + silent investor: k.d.
The GP operates; the LP limits downside to their contribution.
Foreign HQ wants unified control with no new subsidiary: Branch
Operate commercially, but remember parent liability flows through.
Early exploration, no sales yet: Representative office
Keep it non-trading; switch to branch or d.o.o. when monetizing.
Activity codes (NKD 2010 / NACE Rev.2): Your code(s) drive licensing and, in some cases, VAT treatment—pick accurately and update if your scope evolves.
Beneficial Owner Register (RSV): Most companies must register ultimate beneficial owners electronically (via eFirma) and keep data current.
VAT threshold: Track turnover against €30,000/12-months to avoid late registration penalties.
Accounting & audit: Maintain local books; certain entities/size thresholds trigger audit.
Seat & representation: You need a registered address; seals are optional.
If you’re moving toward commercial operations or hiring, a d.o.o. is typically the right call. If you’re just testing the market, consider a branch (if you need to sell) or a representative office (if you don’t).
Want a clean, compliant setup? Book a paid consultation and we’ll map your activity codes, structure, tax/VAT profile, and immigration implications in one go—then handle the filings end-to-end.