Montenegro's New Companies Act: Is Your Company "Inactive"? What Foreign Owners Need to Know
Every existing company in Montenegro had to bring its founding documents in line with the new Companies Act. Thousands missed the deadline. Many of them are small foreign-owned companies whose owners live abroad and may not know their company's status has changed.
What happens if my Montenegrin company did not align with the new Companies Act?
All existing companies and entrepreneurs in Montenegro, including dormant ones, had to align their founding documents with the new Companies Act by 15 June 2026. A company that did not is effectively blocked. The register will not record changes such as a new director, address or share transfer, and authorities have warned of possible account blocks and "inactive" status. As reported, the way back is to complete the alignment without delay.
Local media reported that about 7,500 of roughly 30,000 active companies had not aligned when the deadline passed. For foreign owners the problem is often invisible: the company exists, the permit is still valid, and nothing seems wrong until a bank, a renewal or a registry change is refused. This guide explains what changed, who is affected, what "inactive" means in practice, and how to decide whether to fix the company or close it.
Two new laws, one practical result: dormant companies are now visible
From 1 January 2026, Montenegro applies a new Companies Act and a new law on registering business entities. Together they require every company to update its records, and they give the authorities a formal way to flag and eventually remove companies that are not maintained.
| Topic | What applies now | Why it matters to foreign owners |
|---|---|---|
| Alignment with the new Act | All existing companies and entrepreneurs, whether active or dormant, had to amend their founding documents and file the alignment electronically | A company set up years ago for residence was not exempt just because it does little |
| Deadline | Originally 31 March 2026, extended by Parliament to 15 June 2026 | The deadline has passed; alignment now happens late |
| Not aligned | The register will not record changes until alignment is done, and authorities warned of account blocks and administrative measures | You may be unable to change director, address or ownership, or to use the company normally |
| "Inactive" status | Companies that neither file annual financial statements on time nor bring their register data up to date can be marked inactive and published on a public list | Banks, partners and authorities can see it |
| Missed financial statements | Two consecutive years without annual financial statements can lead to compulsory liquidation and deletion from the register | The company can be closed without your involvement, on the authorities' timetable |
| Filing | Registration filings are electronic, through the Tax Administration's IRMS system, with electronically signed documents | Owners abroad usually need a local accountant or lawyer acting under a power of attorney |
Summary based on reporting by Montenegrin media and law firms. How the rules are applied in individual cases is still settling, so confirm your company's position before acting.
The foreign owners most likely to be caught out
A company opened mainly for a permit
Little or no trading, with minimal attention from the owner. These are exactly the companies both new laws target.
You left Montenegro, the company stayed
No one locally is watching filings, deadlines or messages sent to the company's registered email.
The accountant stopped, or never started
Missing annual financial statements are one of the triggers for inactive status and, over two years, compulsory liquidation.
Registered as a preduzetnik
Sole traders were also covered by the alignment requirement, not only DOOs. See preduzetnik vs DOO.
Selling shares, changing director or moving address
None of these can be registered until the company is aligned.
Your permit depends on the company
A blocked or inactive company can complicate the renewal file. Non-EU owner-directors also face the €5,000 yearly tax test.
The company still exists, but it stops working for you
Inactive does not mean deleted. It means the company is flagged, and the everyday things you need it for become difficult.
- Register changes stop. Director, address, activity, capital and ownership changes cannot be registered until alignment is complete.
- Banking risk. The Government warned that non-aligned companies may face account blocks. Banks can also see public status information.
- Public visibility. Inactive companies can be published on a list, which affects how suppliers, clients and tenders view you.
- Residence knock-on effects. If your temporary residence and work permit rests on the company, problems with the company become problems at renewal. Read how the 2026 company residence rules work.
- Liquidation risk over time. Two consecutive years of missing annual financial statements can lead to compulsory liquidation and removal from the register.
What restoring a company usually involves
The work itself is not large. What slows owners down is being abroad, having no electronic signature recognised in Montenegro, and not knowing what the company's file looks like today.
- 1
Check the company's current position
Registry status, whether an alignment was filed or is pending, whether annual financial statements are up to date, and whether the registered address and email are still valid.
What goes wrong: assuming a former accountant filed something when they did not.
- 2
Decide: keep, restructure or close
Before paying to fix the company, confirm it still serves a purpose, especially if residence depends on it. See the comparison below.
What goes wrong: restoring a company that cannot meet the residence renewal requirements anyway.
- 3
Align the founding documents
The founding documents are amended to meet the new Act and filed electronically with signed documents, typically by a local professional acting for you.
What goes wrong: a power of attorney that is not properly legalised or apostilled for use in Montenegro.
- 4
Bring filings up to date
Overdue annual financial statements and tax returns need to be filed so the company is not flagged again on the other ground.
What goes wrong: fixing the alignment but leaving the accounts overdue.
- 5
Put someone in charge of the calendar
An accountant on a standing engagement, a working registered email, and a clear schedule for financial statements, payroll and any residence renewal.
What goes wrong: the same gap reopening next year.
This is an overview so you know what to expect, not a do-it-yourself procedure. Requirements and office practice are still settling. Through our intake questionnaire we establish your company's position and coordinate the work with qualified local accountants and lawyers.
Fix the company, or wind it down properly
For some owners the honest answer is that the company has done its job. Closing it properly is usually better than leaving it to be closed for you.
The company has a future
- It trades, or will trade, with real clients
- Your residence depends on it and you can meet the renewal requirements
- It owns property, contracts or a bank relationship you need
- You plan to sell it or bring in a partner
The company is a leftover
- It was opened only for a permit you no longer need
- You have moved your residence to another route, such as property or family
- Running costs exceed any benefit
- You have left Montenegro for good
Common mistakes foreign owners make
"It's dormant, so it's exempt"
Dormant companies were expressly included in the alignment requirement.
Ignoring the registered email
Official communication increasingly goes electronic. An abandoned inbox means missed notices.
Fixing only half the problem
Alignment and annual financial statements are separate triggers. Both need to be current.
Waiting for the bank to notice
By the time an account is restricted, the fix is more urgent and more expensive.
Restoring a company you should close
Paying to revive a structure that no longer fits your residence or business plans.
Relying on forum advice
Rules and deadlines moved several times in 2026. Advice from even a few months ago may be wrong.
Montenegro's new Companies Act: common questions
Did every company in Montenegro have to re-register under the new Companies Act?
Yes. All existing business entities, including DOOs, joint-stock companies and registered entrepreneurs, whether active or dormant, had to align their founding documents with the new Companies Act, which applies from 1 January 2026.
What was the deadline to align with the new Companies Act?
The original deadline of 31 March 2026 was extended by Parliament to 15 June 2026. Around 7,500 of roughly 30,000 active companies were reported as not aligned when that deadline passed.
What does "inactive" status mean for a Montenegrin company?
A company can be marked inactive when it neither files its annual financial statements on time nor brings its register data up to date. Inactive companies can be published on a list, cannot register changes, and may face account blocks. Two consecutive years without financial statements can lead to compulsory liquidation.
Can I still align my company after the 15 June 2026 deadline?
As reported, yes: completing the alignment without delay is how a company returns to active status. Late alignment does not necessarily remove every consequence, so the company's full position should be checked by a qualified local professional.
Will my company's bank account be blocked?
The Government warned that non-aligned companies could face account blocks and other administrative measures. Whether and when that happens to a specific company depends on its status and the bank. Waiting to find out is the riskiest option.
My company was only for residence. Should I close it?
It depends on whether your residence still depends on it and whether it can meet the renewal requirements, including the €5,000 yearly tax and contributions test for non-EU owner-directors. If the company no longer serves a purpose, an orderly voluntary closure is usually better than compulsory liquidation.
Can I fix my company from abroad?
Usually, yes. Filings are electronic and must be electronically signed, so owners abroad normally act through a local accountant or lawyer under a properly legalised power of attorney. Your personal presence is not normally needed for the company filing itself.
Can Relocation Montenegro guarantee my company will be reactivated?
No. Registry, tax and bank decisions rest with the relevant institutions. We establish your company's position and coordinate qualified local professionals so the correct filings are made in the right order.
Find out before a bank, a renewal or the register finds out for you
Tell us about the company, your residence situation and where you live now. We will establish its position and tell you plainly whether to restore it, restructure it or close it, and who should do the work.