Montenegro is considering changes to shareholder voting rules that would alter how majorities are calculated when companies amend their statutes, following repeated governance deadlocks at several major businesses. The Economy Ministry is awaiting an opinion from the European Commission on draft amendments to the Law on Business Organisations. The proposed changes would modify the calculation of the two-thirds majority currently required for amendments to company statutes.
Under the existing framework, approval must represent two-thirds of all voting shares, including shares belonging to shareholders who do not attend or otherwise participate in the meeting. The proposed system would calculate the two-thirds requirement based on votes actually cast, provided shareholders who are present, represented or participating remotely account for more than 50% of total voting capital. The amendments would affect companies including Barska plovidba, Budvanska rivijera and Port of Adria, where fragmented ownership and limited shareholder participation have complicated decisions concerning governance, restructuring and compliance.
At Barska plovidba, several shareholder meetings have failed to approve a new statute even though participation exceeded a simple majority. At one meeting, shareholders representing approximately 62.4% of the company’s capital participated, but the proposal did not reach the threshold required under the current rules. The issue also affects decisions concerning board structures, recapitalisation, restructuring, asset sales and future partnerships, where the inability to secure the required majority can affect the timing and predictability of corporate actions.
For companies with significant state ownership alongside institutional, strategic and dispersed minority shareholders, the voting structure can therefore influence the implementation of corporate decisions. Budvanska rivijera and Barska plovidba are among the companies where governance decisions, restructuring measures and the ability to attract additional capital form part of considerations surrounding their longer-term value. The issue also extends to port infrastructure. At Port of Adria, shareholder approval of corporate changes is relevant to future investment, financing and relations with strategic partners, in a sector involving infrastructure concessions and long-term capital commitments.
Under the proposed framework, minority shareholders would retain rights to receive meeting notices, vote, appoint representatives and challenge decisions. The principal change would concern the effect of non-participation: once shareholders representing more than half of the voting capital participate, absent shareholders would no longer automatically count against the two-thirds threshold. The reform is being considered as Montenegro works to improve its investment framework and align company law with EU standards.
The European Commission’s opinion will address the proposed changes in the context of Montenegro’s legal alignment, including the balance between minority shareholder protection and corporate decision-making. The voting rules also have implications for investors acquiring controlling stakes. Under the proposed framework, a shareholder holding a majority of voting capital would operate under a different threshold for statute and governance decisions than under the current system, where non-participating shareholders are included in calculating the required two-thirds majority.
