Liquidating a d.o.o. in Montenegro

The members of the d.o.o. decide at the general meeting by a two-thirds majority of all votes, unless the statute provides another majority (not less than the majority of those present) — Art. 606. The decision appoints a liquidator; if none is appointed, all legal representatives become liquidators (Art. 608). On appointment, representatives lose their powers and management bodies their functions. The decision must contain a call to creditors to file claims within 30 days of publication on the CRPS website and the address for filing (Art. 612 para. 1). For the shortened procedure, all members additionally give notarised statements that all liabilities to creditors, including employees, are settled and that they agree to the shortened procedure (Art. 619 para. 1).

The decision is delivered to CRPS for registration and publication; the procedure starts on the day the decision is registered (Art. 607). The company must deliver the decisions on opening liquidation and appointing the liquidator to CRPS within 7 days of adoption (Art. 356 para. 2 with Art. 433). CRPS publishes the data on its website within 7 days of its decision (Art. 357). The filing is made electronically via the IRMS portal (irms.tax.gov.me) with payment of the CRPS fee, the amount of which is set by a decision of the Government of Montenegro (Art. 42 of the Law on Registration of Business and Other Entities).

Within 15 days of the start the liquidator notifies known creditors in writing (Art. 612 para. 2). Within 30 days he prepares the opening liquidation balance sheet and submits it to the general meeting, which adopts it within 30 days (Art. 610 para. 1–2). Within 90 days he prepares the opening liquidation report (lists of filed, recognised and disputed claims, sufficiency of assets, plan and completion date); the meeting adopts it within 30 days and the adopted report is registered in CRPS within 15 days (Art. 610 para. 3–6). Before the report is registered the liquidator may not pay creditors or members, except current liabilities (Art. 610 para. 7). Disputing claims: within 30 days after the filing deadline, with notice to the creditor, who must sue within 8 days (Art. 613). If liquidation lasts more than a year, annual liquidation reports are submitted within 3 months after the business year and registered in CRPS within 15 days (Art. 611).

Employment ends under the Labour Law and the employer deregisters employees from social insurance through the unified application (JPR) to the Tax Administration (Art. 33 para. 3 of the Labour Law). If the company is a VAT payer: before deregistration it charges and pays VAT on all acquired goods and stock (inventory), and on cessation of activity the Tax Administration decides on VAT deregistration ex officio (Art. 56 of the VAT Law). A fiscalisation obligor reports permanent closure of business premises at least 5 days before (Art. 14 para. 6 of the Fiscalisation Law). Corporate income tax: the liquidation period is a tax period (Art. 39 para. 2 of the CIT Law); the PD return is filed within three months of the end of the period (Art. 40 para. 3; Tax Administration calendar: "in case of liquidation or status changes"). In liquidation the company determines capital gain or loss as if it had sold its assets at market price (Art. 27; Tax Administration notice of 29.6.2026).

Regular procedure: after paying all creditors the liquidator prepares the closing liquidation balance sheet, the final report, a written statement that all filed liabilities are settled and no other disputes are pending, and a draft decision on distributing the liquidation surplus; the meeting adopts the closing decision by the same majority as for opening (Art. 615). If the meeting does not decide within 60 days, the liquidator's statement may replace the decision. The decision cannot be adopted before all proceedings that could create a liability are finally concluded. The surplus is distributed to members pro rata to their shares unless the founding act says otherwise (Art. 616). Distribution of the liquidation remainder to legal entities is subject to 15 % withholding tax (Art. 29 para. 1 item 3 of the CIT Law); for individual members, the part exceeding the value of their invested capital is taxed at the same 15 % rate as capital income, which the payer (liquidator) calculates, withholds and pays at the moment of payment (Art. 37 para. 1 item 3a and Art. 50 of the Personal Income Tax Law). Shortened procedure: after 30 days of publication, if no creditor lawsuit, CRPS accepts the deletion request once it establishes that the company has no tax debt and is not on the CBCG blockade list (Art. 619 para. 7). The deletion decision is published on the CRPS website; legal personality ends on the day of deletion (Art. 6 para. 2). Accounting records and business books are handed to the liquidator for safekeeping until the procedure ends; the journal, general ledger and annual financial statements must be kept for at least ten years, and payroll records permanently (Art. 14 of the Accounting Law).