With the newly-adopted Montenegrin Company Law entering into legal force on the first of January of the upcoming Year, it is very important to note the changes that were introduced with it, particularly regarding joint-stock companies.
Namely, the primary change brought with the new law concerns itself with the obligatory elements of the company statute, which include, among others, the type and class of issued stocks, the important elements of issued stocks of all types and classes, particularly regarding obligations, limitations, and rights bound to them, as well as the management system of the joint stock company.
The changes to the existing statutes must be adopted by a two-thirds majority vote of all shareholders who have the right to vote in the company assembly (unless a higher majority is specified in the statute) and registered by the company registry. It is very important to note that the statute of a joint-stock company must be certified by a notary.
The most notable changes were introduced regarding joint stock companies, particularly regarding shares (the expansion of material rights of shareholders, the priority payment of dividends, the right to sell shares), as well as dividends (the types and the manner of payment of dividends).
Obligatory management bodies of single-tier joint-stock companies that are regulated with the new law are the assembly and the director, or the board of directors.
New positions adopted with the law are:
- General director;
- Non-executive director;
- Independent director, and;
- Deputies
On the other hand, obligatory management bodies of two-tier joint-stock companies are:
- Assembly;
- Supervision Board, and;
- Management Board
Furthermore, a particular novelty regarding the assembly is that sessions of assemblies can also be held virtually, if such a possibility is regulated by the statute of the company.
Lastly, it should be noted that the registration by the tax authority, as well as the obtaining of excerpts from the stated body, will be done electronically.
All companies are obliged to harmonize their organization and operations with the new law and register the changes with the tax authority, within three months from the date of application of this law.
Prepared by,
Daniel Vujacic, LL.M. (UW)