Montenegro’s Ministry of Finance will revise the Draft Law on the Registration of Business and Other Entities to introduce clearer deadlines for company-registration procedures, following a public consultation held from 2 to 22 July 2026. The amendments are intended to make verification of foreign documents more predictable, establish a deadline for issuing electronic company certificates and align the law’s entry into force with constitutional requirements.
The reform does not include several proposed measures aimed at full digital interoperability. The Central Register of Business Entities (CRPS) will not receive an explicit statutory obligation to provide a standardised application programming interface, while the electronic registration portal will not immediately be required to validate qualified electronic signatures issued by foreign trust-service providers. Rules governing digital powers of attorney will also remain partly dependent on separate provisions of Montenegro’s company legislation.
Foreign-document checks to receive a statutory deadline
The draft initially allowed CRPS to delay registration while verifying documents and data obtained from another European Union member state without establishing a maximum verification period. Crnogorska komercijalna banka (CKB) proposed a maximum of 30 days, with an exception for unusually complex cases. Fidelity Consulting proposed a 10-working-day period, with extensions permitted only when justified and accompanied by written notification to the applicant.
The Ministry of Finance accepted the principle that a statutory deadline should be introduced, although it has not yet specified the final number of days. The change affects company formations as well as registrations involving new executives, changes in representation rights, mergers, reorganisations and ownership transactions. A defined deadline would also provide banks and other counterparties with a clearer timetable when CRPS registration is required before financing, bank-account activation, acquisition funding or other corporate transactions can proceed. The revised provision will also need to define the circumstances in which an exceptional extension is permitted.
Electronic company certificates to receive an issuance deadline
The ministry accepted the need to amend the provision concerning electronic EU company certificates. Fidelity Consulting proposed that a certificate should be issued without delay and within five working days of a complete request, in a multilingual format suitable for use in EU member states. The ministry agreed that the relevant provision needs to be amended but has not confirmed whether the five-day proposal will be adopted in full.
The certificate is intended to provide standardised evidence of company registration and principal corporate information. It could be used in cross-border bank onboarding, supplier checks, public procurement, financing and corporate due diligence. For Montenegrin companies operating internationally, electronic certificates could reduce reliance on separately prepared registry extracts, translations and legal confirmations. Their practical use will depend on whether foreign banks and authorities can electronically verify and accept the documents without additional notarisation or apostille requirements.
The proposed framework also anticipates Montenegro’s eventual connection to the EU Business Registers Interconnection System (BRIS), which enables national company registers to exchange corporate information and supports cross-border access to official data. Several provisions will only become operational once Montenegro joins the EU. The draft will also align its commencement with constitutional requirements, with the law entering into force on the eighth day after publication rather than immediately following publication.
Foreign electronic signatures remain outside the immediate reform
The consultation identified qualified electronic signatures and seals issued outside Montenegro as a major unresolved technical issue. CKB said the existing IRMS portal cannot reliably accept or validate credentials issued by foreign qualified trust-service providers. As a result, a non-resident director may hold a legally recognised European electronic signature but still be unable to complete a Montenegrin registration procedure entirely online.
The practical alternative can involve printing a document, signing it manually, scanning it and resubmitting it. Depending on the procedure, additional certification, translation or courier delivery may also be necessary. CKB proposed an explicit legal requirement for CRPS to accept and technically validate foreign qualified electronic signatures and electronic seals.
The ministry rejected the proposed amendment, stating that the draft already establishes the required legal framework and that technical adaptation of the portal will be addressed during implementation and preparations for EU membership. The unresolved distinction is between legal recognition of a foreign electronic credential and the ability of the Montenegrin registration system to technically validate it. Implementation will require decisions on recognised foreign trust lists, certificate validation, expired and revoked credentials, procedures when automated validation fails and security controls for cross-border identity verification.
Digital powers of attorney remain governed by separate company-law provisions
Fidelity Consulting proposed automatic registration of EU digital powers of attorney, either without charge or for a fee limited to the administrative cost of processing.
The ministry rejected the proposal, referring to EU Directive 2025/25, which allows national authorities to retain domestic rules and fees. CKB separately argued that a digitally registered power of attorney should not override the company’s representation rules recorded in CRPS. This includes cases where two directors are required to act jointly or where the company’s articles limit delegated authority.
The ministry partly accepted that concern but determined that the substantive issue belongs in the Companies Act, rather than the registration legislation. The arrangement leaves the treatment of electronic mandates dependent on coordination between company-law representation rules and registration procedures.
For banks, a technically valid power of attorney will not necessarily establish that its holder can act alone. Financial institutions will therefore continue to assess the company’s registered representation structure when determining whether a mandate is sufficient.
No statutory API requirement for the company register
CKB also called for CRPS to establish a standardised API allowing banks and other institutions to retrieve and verify registry information automatically. The Ministry of Finance rejected the proposal, arguing that technical data-exchange arrangements should be addressed through Montenegro’s broader electronic-government and interoperability framework rather than through the company-registration law. The draft therefore creates no direct obligation for CRPS to provide automated access to its data.
Banks will continue to rely substantially on manual registry searches, downloaded extracts and information requested from customers when verifying directors, representation rights and corporate status. An automated connection could allow financial institutions to detect ownership and management changes without waiting for customers to provide updated documents. It could also support sanctions screening, fraud controls, beneficial-ownership checks and loan monitoring.
For companies, direct registry access could reduce repeated requests for corporate documents and accelerate bank-account opening and other transactions. The ministry’s position does not prevent an API from being developed later, but responsibility for doing so will remain within the wider electronic-government and interoperability framework.
Registered-inactive status clarified
The consultation also addressed the proposed “registered–inactive” designation for companies that have failed to meet certain filing obligations. The ministry clarified that the status will have an administrative and informational character. It may be assigned when a company has not submitted required financial statements, but it will not itself remove the company’s legal capacity, prevent registration of changes or prohibit transactions.
Banks and counterparties may nevertheless treat the status as a risk indicator and conduct additional due diligence. The ministry also retained the publication of the average number of employees as publicly available company-register information. The figure will be taken from annual financial statements. Officials said the requirement would not create an additional filing obligation because the information is already contained in annual accounts. Publication is intended to align Montenegro’s system with EU Directive 2025/25 and future BRIS participation.
Fiscal impact of digitalisation remains under review
Fidelity Consulting questioned the draft’s assessment that implementation would have no budgetary consequences. The proposed system involves BRIS integration, electronic certificates, digital powers of attorney, cross-border data exchange and structured registry information. These functions require software development, cybersecurity, testing, maintenance and trained personnel.
The Ministry of Finance agreed to reconsider the budget assessment. The consultation generated 16 proposals from two participants. Fidelity Consulting submitted six proposals, while CKB submitted 10. Of the 16 proposals, four were accepted, one was partly accepted, one was reserved for further consideration and 10 were rejected. The amendments will establish clearer procedural deadlines while leaving foreign-signature validation, automated bank access and parts of the digital power-of-attorney framework to subsequent technical implementation or other legislation.
