Montenegro is implementing a broad set of corporate, tax, competition, employment, accounting and investment rules as its EU accession process moves into a more detailed compliance phase.
As of 20 August 2026, the country is simultaneously adjusting company registration, competition control, taxation, accounting, auditing, employment regulation, state-owned enterprise governance, public procurement and foreign-investment screening. The changes are increasing recurring compliance requirements for companies while introducing rules intended to bring Montenegro’s business framework closer to the EU model.
For investors, lenders and potential acquirers, the reforms also address issues including registry accuracy, ownership transparency, corporate governance and enforcement.
Company law enters a second implementation stage
The new Law on Business Companies became fully applicable on 1 January 2026, replacing a corporate framework that had undergone repeated amendments.
The legislation modernised governance, capital requirements, restructuring and electronic incorporation, while introducing corporate forms including the European Company (SE) and the European Economic Interest Grouping. It also establishes a basis for fully electronic registration, including for foreign founders.
Amendments published in March expanded the role of the Central Registry of Business Entities (CRPS). The registry is required to examine the legality and formal validity of incorporation documents, minimum capital, activity requirements and applicants’ authority, rather than operating primarily as a passive filing registry.
The March changes also clarified electronic identification and evidence of electronic payment of share capital. Existing companies were given until 15 June 2026 to bring their constitutional documents and governance arrangements into line with the new requirements.
Implementation has required further adjustments. Registration problems appeared at the beginning of the year, followed by corrective legislation. The government then launched another Company Law amendment process in July 2026, with its public-consultation report published on 6 August.
A separate amendment process for the Business Registration Law produced a consultation report on 10 August. Both sets of amendments remained under legislative consideration as of 20 August.
For companies and M&A transactions, the transition means historical articles of association, shareholder resolutions and registry extracts cannot automatically be assumed to satisfy current requirements.
Buyers are required to pay closer attention to whether targets have completed statutory alignment, whether directors and authorised representatives are correctly registered, whether capital changes have been properly implemented and whether CRPS information corresponds with underlying corporate records.
Competition controls become central to transactions
A new Law on Protection of Competition entered into force on 2 April 2026.
Montenegro also adopted a separate law providing for compensation claims arising from competition-law infringements, which was published in March. The legislative package contributed to Montenegro provisionally closing EU negotiating Chapter 8 – Competition Policy on 14 July 2026.
The new competition framework incorporates EU legal principles into domestic competition proceedings and retains mandatory merger control for qualifying concentrations.
One notification threshold applies where at least two participants have combined Montenegro turnover exceeding €5 million in the preceding financial year. Transactions requiring approval cannot simply be completed first and regularised afterwards.
Competition compliance now extends beyond sectors traditionally associated with regulatory scrutiny. Distribution agreements, exclusivity arrangements, joint purchasing, exchanges of information between competitors, resale pricing, non-compete clauses and market-allocation arrangements require closer examination.
For acquisitions, competition clearance is increasingly a substantive condition precedent to closing rather than a procedural filing undertaken shortly before completion.
The separate compensation regime creates another exposure. Customers, suppliers and competitors have a clearer route to seek financial compensation following anti-competitive conduct, meaning companies can face regulatory proceedings as well as subsequent private litigation.
Foreign investment screening moves into legislation
Montenegro’s planned foreign direct investment screening system remains among the major corporate regulatory changes that had not yet become law by 20 August.
On 31 July 2026, the government adopted a proposal establishing the basis for the country’s first systematic FDI-screening legislation.
Under the proposed framework, the Ministry of Economic Development would serve as the central competent authority and EU contact point. A screening council would issue opinions, while the government would retain final decision-making authority.
The proposed mechanism would introduce a separate assessment of whether foreign control of an asset is acceptable from the standpoint of national security and strategic economic interests, in addition to existing company-law, merger-control and sector-specific approvals.
Transactions involving critical infrastructure, energy, communications, transport, technology, sensitive data and other strategically important assets could eventually require an additional regulatory clearance.
The precise scope will depend on the legislation that emerges. Transaction documents will increasingly need sufficiently long regulatory long-stop periods and flexibility for potential remedies or conditions imposed by public authorities.
Tax rules move towards Pillar Two and ATAD
For large corporate groups, one of the principal tax reforms is Montenegro’s Global Minimum Corporate Income Tax Law, adopted in February and published in March 2026. The regime covers constituent entities of multinational or large domestic groups with consolidated annual revenue of at least €750 million in at least two of the previous four fiscal years. It implements the 15% Pillar Two minimum effective tax framework, with Montenegro opting for a domestic minimum top-up mechanism.
The rules have limited relevance for most Montenegrin SMEs but apply to subsidiaries of major international groups in sectors including hotels, energy, telecommunications, finance, retail and industry. A second tax package was enacted in July 2026 through amendments to the Corporate Income Tax Law. The changes move Montenegro towards the EU’s Anti-Tax Avoidance Directive (ATAD), covering interest deductibility, controlled foreign companies, hybrid mismatches and anti-abuse structures.
The interest-limitation framework follows the ATAD model of 30% of EBITDA or €3 million, according to the applicable threshold. General amendments are scheduled to apply from 1 January 2027, while several EU-linked provisions are tied to accession. The impact is greater for holding companies, acquisition vehicles, property structures and groups relying heavily on related-party debt than for conventional domestic operating businesses.
Digit0al platforms face stronger tax reporting
July amendments to the Tax Administration Law introduced concepts associated with EU reporting rules for digital-platform operators. The measures concern platforms facilitating property rentals, personal services and other transactions involving Montenegrin users or assets, while establishing an administrative basis for broader automatic reporting and tax-data exchange. The changes are particularly relevant to Montenegro’s short-term rental market, as property income becomes increasingly visible through stronger connections with European financial and tax-information systems.
Accounting and audit requirements expand
Montenegro’s new Accounting Law and Audit Law, both adopted in 2025, have entered their first full implementation cycle. The accounting framework changes company classification, financial-statement preparation, consolidated reporting and licensing requirements for accounting-service providers.
Some provisions take effect from 1 January 2027, while others are linked to eventual EU membership. Montenegro did not fully transpose the EU sustainability-reporting framework while the European Commission was revising it through the corporate-reporting “Omnibus” process. The Audit Law extends statutory audit requirements beyond banks and the largest companies. Public-interest entities, medium-sized enterprises and parent companies of qualifying medium and large groups face more formal audit obligations, accompanied by stronger requirements for auditor independence, rotation, quality assurance and supervision. Licensing rules for accounting-service providers were also introduced during 2026, requiring companies that outsource bookkeeping to verify that their providers meet the new requirements.
Labour rules strengthen pay transparency
The April 2026 Labour Law amendments introduced several requirements directly affecting employers. Job candidates must receive information on the starting salary or salary range and the applicable collective agreement. Employers cannot require applicants to disclose previous salary history. Employees have stronger rights to information relevant to equal-pay comparisons, while employment agreements cannot prohibit remuneration disclosure where it is connected with equal-pay claims.
Rules governing remote and home working have also been formalised. Employers have obligations relating to equipment and working conditions, while extended emergency remote work may require contractual amendments. Employees on fixed-term contracts who have worked for at least six months may request conversion to an indefinite contract. Employers must consider the request and provide a reasoned written response if it is rejected. The legislation also establishes a future gender pay-gap reporting framework for companies with more than 100 employees. A joint pay assessment mechanism can be triggered where an unexplained gap reaches 5%. The principal reporting timetable does not begin until 1 June 2031. A further Labour Law amendment was adopted in July.
Beneficial ownership requires annual confirmation
Montenegro’s beneficial-ownership regime is shifting from one-time registration towards continuous verification. Entities listed in the Register of Beneficial Owners must review and confirm their information annually. The Tax Administration required entities to complete the 2026 annual confirmation by 30 April. The requirement is relevant to acquisition structures, foreign holding companies, nominee arrangements and groups with multiple ownership layers. Beneficial-owner information is increasingly part of routine company-secretarial compliance and should be reviewed when shares, voting rights or other control arrangements change.
State-owned companies receive a unified governance framework
Montenegro adopted the Law on Management of Companies Owned by the State in June 2026, followed by a formal state ownership policy. The framework covers the state ownership function, corporate bodies, performance management, accountability and financial reporting, drawing on OECD corporate-governance principles and cooperation with international financial institutions.
The framework affects major state-controlled businesses including EPCG, CEDIS, CGES, Airports of Montenegro, Monteput, railway companies and other state-owned entities. These companies are major purchasers, infrastructure operators and counterparties for private capital. The framework establishes more formal requirements for board nominations, performance measurement and financial reporting.
Public procurement requirements tighten
Amendments to the Public Procurement Law were published on 9 July 2026 and became effective on 17 July. The changes were accompanied by a new procurement ethics code and implementing rules addressing risk analysis, supervision and conflicts of interest. The requirements apply against the background of Montenegro’s infrastructure pipeline covering railways, roads, water, energy and EU-funded municipal projects.
Contractors participating in projects financed by WBIF, EBRD, EIB or the EU are facing an increasingly narrow gap between domestic and international procurement compliance requirements. The framework places greater emphasis on complete documentation, declared conflicts of interest, clear ownership information and formal tender procedures.
Insolvency legislation remains under preparation
Montenegro began preparing amendments to its Bankruptcy Law in May 2026, specifically citing further EU alignment and new European insolvency rules. As of 20 August 2026, the reform remained in the legislative pipeline rather than constituting a completed overhaul. The proposed changes are relevant to creditors, secured lenders and distressed investors, particularly in relation to the timing of proceedings, creditor recoveries, asset sales and restructuring.
Corporate criminal liability enters the compliance agenda
On 4 August 2026, the government published a proposal to amend the Law on Liability of Legal Entities for Criminal Offences. The proposed changes are partly linked to alignment with EU rules on environmental crime and corporate liability and had not become settled law by 20 August.
The reform is particularly relevant to companies operating in energy, mining, construction, waste management, industrial production and infrastructure. Environmental breaches are increasingly connected with corporate liability and director oversight alongside permitting and administrative requirements.
Compliance burden varies by company type
For ordinary Montenegrin SMEs, the most immediate areas include Company Law compliance, registry accuracy, beneficial ownership, employment documentation and accounting requirements. Medium-sized domestic groups face additional requirements concerning statutory audit, competition compliance and formal corporate governance. For multinational groups, the principal changes include Pillar Two, ATAD-related taxation, transfer pricing, reporting and future sustainability requirements.
Foreign buyers face transaction-related issues involving merger control, CRPS and ownership due diligence and the proposed FDI-screening regime, while companies dealing with the public sector face greater emphasis on procurement integrity and state-owned enterprise governance. Montenegro remains relatively competitive in taxation and company formation, but the reforms are reducing the degree of regulatory informality that previously accompanied that environment.
The regulatory framework is still changing rapidly. The new Company Law has already required corrective amendments, another amendment package is progressing, business registration rules are being adjusted, tax reforms are being staged towards accession and FDI screening has entered the legislative process. For corporate transactions planned for late 2026 and 2027, the changing framework makes the rules expected to apply at closing relevant alongside legislation in force when negotiations begin.
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