Moving From a Sole Proprietor (Preduzetnik) to a D.O.O. in Montenegro: What Foreigners Must Know Before Scaling
TL;DR
If your preduzetnik (sole proprietor) business in Montenegro is starting to feel limiting—because of higher income, VAT exposure, hiring plans, partners, or liability concerns—moving to a D.O.O. (limited liability company) is often the right next step. The safest approach is usually not an overnight switch, but a staged transition: open the D.O.O., stabilize banking and compliance, migrate operations, and only then close or wind down the preduzetnik.

A preduzetnik is Montenegro’s sole proprietor structure. It is commonly used by freelancers, consultants, and small service providers who want a fast and relatively simple way to operate a business.
For many foreigners, it’s an attractive starting point because:
It’s quick to establish
The structure is simple
It works well for solo, low-risk activities
It’s often suitable for testing the market before committing to a larger structure
However, the preduzetnik model is not designed for scale. Once the business grows beyond a certain point, the same simplicity that made it attractive can become a constraint.
There is no single income number that automatically forces a switch, but in practice, founders usually reach a tipping point when one or more of the following apply:
Common growth pressure points
You want to add a business partner or investor
You need clearer ownership and governance
You plan to hire employees or expand operations
Your contracts are increasing in size and complexity
You want better credibility with banks, payment providers, or corporate clients
You’re uncomfortable with unlimited personal liability
VAT is often the wake-up call
In Montenegro, VAT registration becomes mandatory once turnover exceeds EUR 30,000 within a 12-month period.
Once VAT enters the picture, reporting obligations increase, cash-flow management becomes more complex, and many founders find that a D.O.O. structure offers cleaner long-term compliance.
A D.O.O. (Društvo sa ograničenom odgovornošću) is Montenegro’s standard limited liability company. It is a separate legal entity, meaning the company—not you personally—is generally responsible for business obligations, provided it is managed correctly.
Key characteristics of a D.O.O.
Limited liability protection
Clear ownership through shares
Suitable for partnerships and investment
More scalable for hiring, contracts, and expansion
Share capital
Montenegro allows D.O.O. formation with minimal share capital (commonly EUR 1), making it accessible even for small but growing businesses.
1. Liability separation
With a preduzetnik, business risk is personal risk. A D.O.O. creates a legal buffer that is especially important once revenues, contracts, or operational exposure increase.
2. Partnership and investment readiness
If you plan to:
Bring in a co-founder
Add a silent partner
Structure equity properly
A D.O.O. is almost always the correct framework.
3. Banking and operational credibility
Banks, payment processors, landlords, and larger clients often prefer—or outright require—a corporate structure. A D.O.O. signals long-term intent and operational seriousness.
Corporate income tax (D.O.O.)
Montenegro applies progressive corporate income tax rates, commonly structured as:
9% on profits up to EUR 100,000
12% on profits between EUR 100,000 and EUR 1,500,000
15% on profits above EUR 1,500,000
VAT considerations
Mandatory VAT registration at EUR 30,000 turnover
Voluntary registration is possible earlier
Once registered, VAT deregistration is not immediate and usually requires a minimum commitment period
Bookkeeping requirements
Unlike many preduzetnik arrangements, a D.O.O. must maintain full bookkeeping and submit regular financial and tax filings. This is not optional and must be factored into your operating costs.
Many founders assume the process is simple:
Close preduzetnik
Open D.O.O.
Continue business as usual
In reality, businesses are ecosystems. A rushed switch can disrupt:
Banking and payment processing
Active contracts
Invoicing and VAT compliance
Leases and registered addresses
Employee arrangements
Immigration or work authorization timelines
This is where avoidable downtime and compliance risk appear.
In most real-world cases, the cleanest solution is to operate both structures in parallel for a short period, then transition deliberately.
Recommended transition flow
Step 1: Register the D.O.O.
Establish the company while keeping the preduzetnik active.
Step 2: Open corporate bank accounts and stabilize payments
Ensure incoming and outgoing payments align with the correct entity.
Step 3: Confirm address and lease compliance
Business registration must align with property use permissions.
Step 4: Migrate contracts and invoicing
New contracts are typically signed under the D.O.O., while existing ones are transitioned carefully where appropriate.
Step 5: Close or wind down the preduzetnik
Only once the D.O.O. is fully operational and compliant.
This approach minimizes risk, preserves cash flow, and keeps clients and authorities aligned.
If you plan to live and work in Montenegro through your business, company setup and immigration planning should happen together.
Foreign founders typically require:
Temporary residence approval
Work authorization linked to their role in the company
The correct pathway depends on nationality, role (director vs employee), and company structure. Poor sequencing is one of the most common causes of delays.
Preduzetnik works best when:
You operate solo
Risk exposure is low
Growth is limited
You want simplicity above all else
D.O.O. works best when:
Revenue and contracts are growing
You want partners or employees
You need stronger legal and financial structure
You are building a long-term business presence in Montenegro
Moving from a preduzetnik to a D.O.O. in Montenegro is more than a legal formality—it’s a structural upgrade.
Key takeaways:
D.O.O.s are scalable and investor-ready
VAT thresholds often trigger the transition
Corporate tax is progressive and predictable
A staged transition is usually safer than a hard switch
When done correctly, the move positions your business for long-term stability, credibility, and growth.
How long does it take to register a D.O.O.?
Yes, if they intend to live and actively work in Montenegro.
If you’re approaching the limits of your preduzetnik—or want to structure your move to a D.O.O. correctly from day one—proper planning saves time, money, and stress.
Relocation Montenegro provides end-to-end support for:
D.O.O. formation
VAT and bookkeeping readiness
Address and compliance strategy
Residency and work authorization planning
A well-planned transition isn’t just safer—it sets the foundation for sustainable growth in Montenegro.