With the recently adopted Company Law in Montenegro, which is set to enter into legal force on the first of January of the upcoming year, a significant number of changes were introduced concerning limited liability companies.
Firstly, the list of obligatory elements of the company statute was expanded, and it now encompasses:
- The percentage ownership stake of the founding capital of the company for each founder;
- The manner of organising sessions of the company assembly, as well as the manner of making decisions by the assembly, as well as;
- The competences of management bodies of the company, the number of their members, the manner of their appointment and dismissal, as well as the manner of making decisions by these bodies
In addition, it is now regulated that the statute of the company can be changed by a decision of the members of the company who own stakes which represent a two-thirds majority of all of the voting rights, unless different conditions were regulated with the statute itself (in any case, the majority needed for amendments to the statute cannot be lower than a regular majority of all members).
Furthermore, the nominal value of stakes is now required to be expressed in euros. With this in mind, it is possible that the nominal value of individual stakes can differ, but the sum of the nominal value of all stakes must be equal to the value of the founding capital.
A significant novelty introduced with the new Company Law is the possibility of additional payments by the members of the company for the purpose of, among other things, covering losses.
The obligatory bodies of limited liability companies in accordance with the new law are:
- The assembly, and;
- The director (or the board of directors)
Regarding the above stated, new provisions regulating the assembly were introduced, including those that determine the manner of delivering the invitation for the session, the agenda, the quorum, as well as the voting method. On the other hand, regarding directors, additional conditions for their appointment were determined.
Lastly, a list of documentation and a list of records that need to be kept by an LLC, as well as the deadlines for their keeping, have been defined with the new law.
As for other types of companies, 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 harmonise their organisation 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)