Businesses in Montenegro are entered in the Centralni registar privrednih subjekata, CRPS (Central Register of Business Entities), kept by the revenue administration rather than by a court or a chamber. The register is unusually complete for the region: alongside the identity of the entity and its representatives it holds the statutory documents, the liquidation records and the financial statements and audit reports. Filings are made electronically through the eFirma system, and beneficial ownership is recorded in a separate register established at the CRPS under the anti-money-laundering legislation.

The official company register in Montenegro

The register is the Centralni registar privrednih subjekata, CRPS (Central Register of Business Entities), at crps.me, administered by the tax and revenue authority — the Uprava prihoda i carina (Revenue and Customs Administration), which succeeded the Poreska uprava (Tax Administration) in this role. Electronic filing is done through the eFirma system at efirma.tax.gov.me, and the register can be searched publicly, both through the register’s own search and through the revenue administration’s IRMS portal business entity search.

Montenegro keeps one register covering legal entities and individual entrepreneurs alike. A preduzetnik is registered in the same CRPS as a joint stock company, which means a sole trader can be verified through the same public search as a company.

The Company Law lists what must be entered in the register for each entity: the business name and the designation of its organisational form, the registered office, the names and identification details of the persons authorised to represent it, the statutory documents and their amendments, the notices of liquidation and the appointment of the liquidator, the record of changes to the registered data, and — a feature that distinguishes Montenegro from many of its neighbours — the financial statements and audit reports.

Publicity carries a defined legal effect. Documents and data bind the company towards third parties from the day of their publication, with a limited exception for third parties acting within sixteen days of publication, so the date on which an entry was published matters in practice as much as the entry itself.

A separate Registar stvarnih vlasnika (Register of Beneficial Owners) was established at the CRPS under the Law on the Prevention of Money Laundering and Terrorist Financing and is likewise maintained by the tax authority. Registration must be made within eight days of the entity’s entry in the CRPS, and is done through eFirma using a qualified electronic certificate or the national identity card.

Legal forms that can be registered in Montenegro

Article 2(1) of the Zakon o privrednim društvima (Company Law) sets out a closed list of forms in which business activity may be carried on.

  • Društvo sa ograničenom odgovornošću, DOO (Limited liability company) — the dominant Montenegrin form. The capital is divided into stakes, members answer only up to their contributions, and the company may be formed by a single member. Used for almost all domestic and foreign-owned private business.
  • Akcionarsko društvo, AD (Joint stock company) — capital divided into shares, shareholders liable only for their shares; the form required for banks, insurers and other regulated activities and the one used to raise capital publicly.
  • Ortačko društvo, OD (General partnership) — two or more partners carrying on business under a common name, each answering for the obligations of the partnership without limit.
  • Komanditno društvo, KD (Limited partnership) — combines partners with unlimited liability who manage the business and limited partners whose exposure is confined to their contribution.
  • Preduzetnik (Sole entrepreneur) — a natural person carrying on business in his own name, personally liable without limit, registered in the CRPS like a company.
  • Dio stranog društva (Part of a foreign company, branch) — the Montenegrin establishment of a foreign company, registered in the CRPS with the parent’s documents and the particulars of the person authorised to represent it; it has no separate legal personality.

Beyond these commercial forms, non-profit legal persons — associations, foundations, political parties and religious communities — exist under their own legislation and are subject to the beneficial ownership registration obligation described below, even though they are not commercial companies.

Information available from the register

The CRPS is a public register and can be searched free of charge. For each entity the record identifies the business name and the organisational form, the registration number, the registered office, the date of registration, the activity, the capital, and the persons authorised to represent the entity with their identification details and the scope of their authority, together with the current status — active, in liquidation or struck off.

The register also holds the substantive documents: the statutory documents as registered and every amendment to them, the decisions and filings recording changes in the registered data, and the notices of liquidation with the appointment of the liquidator. Because the Company Law requires financial statements and audit reports to be part of the register’s content, financial information about a Montenegrin company is obtainable from the same source as its corporate data — which is not the case in most of the region.

The register of beneficial owners covers legal entities, business associations, foundations, political parties, religious communities and similar organisations. Sole proprietors, public sector entities and companies listed on a regulated market are excluded, the last because their ownership disclosure is governed by the securities legislation instead. Entities must file within eight days of their entry in the CRPS, and existing entities were given a transitional window when the obligation was introduced.

What the register does not disclose

Beneficial ownership is not an open public search. The register of beneficial owners is kept by the tax authority under the anti-money-laundering legislation and is filed into through the authenticated eFirma channel; access to its content is governed by that legislation rather than by the general publicity of the CRPS, so ultimate ownership should not be assumed to be retrievable in the way that a company’s registered representatives are.

Shareholding is also less transparent for a joint stock company than for a limited liability company. The members of a DOO and their stakes are part of the registered data, but the shareholders of an AD are recorded in the central securities depository rather than in the CRPS, so a register extract will not show who owns a Montenegrin joint stock company.

Finally, the register speaks to corporate status and not to the right to trade: licences and authorisations for regulated activities are issued by the competent supervisory bodies, and tax standing must be confirmed with the revenue administration. Filing electronically requires a qualified electronic certificate or a national identity card, which limits direct filing by foreign applicants without local representation.

Documents that can be obtained from the register

  • Izvod iz CRPS (Extract from the Central Register of Business Entities) — the official statement of the current registered data: business name, organisational form, registration number, registered office, activity, capital, authorised representatives and status. The standard document for banks, tenders and contracts.
  • Rješenje o registraciji (Registration decision) — the decision by which the entity was entered in the register, and the corresponding decisions on each subsequent change; it evidences the date from which a change took effect.
  • Statut, osnivački akt i ugovor o osnivanju (Statute, founding act and articles) — the statutory documents as registered and all their amendments, needed to verify objects, capital and the authority of the representatives.
  • Podaci o licima ovlašćenim za zastupanje (Particulars of persons authorised to represent) — the names, identification details and scope of authority of the directors and other representatives, from which signing authority is established.
  • Finansijski iskazi i izvještaji revizora (Financial statements and audit reports) — the accounts and audit reports that form part of the register’s content; the basis for credit and counterparty assessment.
  • Dokumentacija o likvidaciji (Liquidation documentation) — the notices of liquidation, the appointment of the liquidator and the records of the winding-up, establishing whether and when an entity ceased to exist.
  • Dokumentacija o dijelu stranog društva (Documentation on a part of a foreign company) — the constitutional documents of the foreign parent and the appointment of its representative in Montenegro, filed on registration of a branch.
  • Podaci iz Registra stvarnih vlasnika (Data from the Register of Beneficial Owners) — the recorded beneficial owners of an entity, obtained on the conditions set by the anti-money-laundering legislation.
  • Objave registarskih podataka (Published register data) — the publication of documents and data, from the date of which they bind the company towards third parties.

Frequently Asked Questions

What is the official business register in Montenegro?

It is the Centralni registar privrednih subjekata (CRPS, Central Register of Business Entities), kept by the revenue administration. It is searchable at crps.me and through the revenue administration’s IRMS portal, and filings are made electronically through eFirma.

Which forms of business can be registered?

Article 2(1) of the Company Law lists the sole entrepreneur (preduzetnik), the general partnership (ortačko društvo), the limited partnership (komanditno društvo), the limited liability company (društvo sa ograničenom odgovornošću), the joint stock company (akcionarsko društvo) and a part of a foreign company — that is, a branch.

Are the accounts of Montenegrin companies public?

Yes. The Company Law makes financial statements and audit reports part of the content of the register, so financial information is available from the same register as the corporate data, unlike in most neighbouring jurisdictions.

Are sole traders in the register?

Yes. A preduzetnik is registered in the same CRPS as companies and can be verified through the same public search, although the entrepreneur remains personally liable without limit for the obligations of the business.

Can I look up the beneficial owner of a Montenegrin company?

Beneficial owners are registered in a separate Register of Beneficial Owners established at the CRPS and kept by the tax authority under the anti-money-laundering law. Filing is done through eFirma within eight days of registration, and access to the data follows that legislation rather than the general publicity of the CRPS.

When does a registered change become effective against third parties?

From the day the document or data is published. The Company Law provides that documents and data bind the company towards third parties from publication, with a limited exception for third parties acting within sixteen days of it.

Sources

Keywords

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