Montenegro is considering changes to corporate voting rules after repeated failures to secure required shareholder majorities blocked governance decisions at several major companies. The Ministry of Economic Development is awaiting a European Commission opinion on proposed Company Law amendments that could change the current requirement for a two-thirds majority for certain key decisions.
The issue has emerged at Barska Plovidba, Budvanska Rivijera and Port of Adria, where mixed ownership structures allow minority shareholders to block decisions by not participating in shareholder meetings. At Barska Plovidba, only 57.3% of shares were represented at the latest meeting, below the more than 66% required for decisions on a new statute and board structure. The state owns 51.9% of the company, giving it ordinary majority control but not enough for decisions requiring a qualified majority. During consultations, Port of Adria proposed either lowering the qualified-majority threshold or allowing subsequent shareholder meetings to proceed with a lower threshold after repeated failures to meet the original requirement. The government has not yet announced a final model.
Corporate Governance and Investment
Qualified-majority rules are intended to protect minority shareholders in decisions involving statutes, capital structures and governance. Lowering the threshold could reduce prolonged deadlock but could also strengthen controlling shareholders. The issue has direct commercial consequences because companies unable to appoint boards, amend statutes or approve restructuring can face difficulties with investment, financing and strategic partnerships.
For Barska Plovidba, the uncertainty is particularly relevant because vessel investment and fleet renewal require long-term financing. The company is also part of wider discussions about Montenegro’s maritime and logistics sector, while the Port of Bar remains important to freight connections with Serbia and the Western Balkans. Similar challenges at Budvanska Rivijera and Port of Adria show that the issue extends beyond one company.
The European Commission’s position will be important as Montenegro aligns its company and capital-market legislation with EU standards. Possible reforms could retain higher thresholds for initial meetings while allowing lower thresholds at subsequent meetings, or distinguish routine governance decisions from fundamental transactions affecting ownership and shareholder rights. The final amendments could reshape governance in Montenegro’s mixed-ownership companies while determining how the country balances minority shareholder protection with more effective corporate decision-making.
