Aligning Your Company with the New Companies Act (deadline 15 June 2026)

Alignment is mandatory for every business entity (d.o.o., a.d., k.d., o.d., j.p.d.) and entrepreneur registered in CRPS before 1 January 2026 — including branches of foreign companies and dormant firms. Main deadline: 15 June 2026. The original deadline of 31 March 2026 (Sl. list CG 90/25) was extended by Parliament in early 2026 via amendments to the Companies Act and the Law on the Registration of Business and Other Entities. Special sub-deadlines: 30 June 2026 — gender parity in governance bodies of public a.d.; 1 January 2027 — alignment of share nominal values for all a.d.

The procedure is conducted electronically via the IRMS portal (Integrated Revenue Management System of the Tax Administration), so the director or authorised person needs a Qualified Electronic Signature (QES). QES is issued by Pošta Crne Gore, Telekom CG and other authorised providers.

Adapt the founding act (single-member d.o.o.), founding agreement (multi-member d.o.o.) or bylaws (a.d.) to the new law's mandatory provisions. Key changes: business name and seat, governance bodies, capital provisions, conflict of interest, transparency, minority member rights, profit-distribution procedures. The IRMS portal offers official templates.

The general meeting (a.d.) or founder / members' meeting (d.o.o.) adopts a formal decision endorsing the amended founding act / bylaws. A separate statement of alignment (izjava o usklađivanju) is prepared alongside it — a short document in which the authorised person formally confirms that the act is aligned with the new Companies Act ("Sl. list CG" 90/25, consolidated 121/25), with date and signature. No prescribed template — free-form text is sufficient.

From 1 January 2026, CRPS charges a single flat fee of €15 to register an alignment (as well as any other change in the register for d.o.o., o.d., k.d., entrepreneurs and branches). Payment is made electronically via the ePlaćanje portal (eplacanje.gov.me) or through the IRMS portal as you file. The old two-fee scheme (€5 admin + €12 Sl. list) was abolished.

The application is filed electronically through the IRMS portal. Attachments: the amended founding act with signatures, the Skupština / founder decision, the statement of alignment, proof of CRPS fee payment (€15), and the legal representative's ID. CRPS performs the legality check in a standard administrative procedure.

CRPS issues a decision registering the changes and publishes them in Sl. list CG. You can download the decision from the IRMS portal. Verify that the new data exactly matches what you submitted — if anything is missing, there is a window to appeal.

If the changes to the founding act affected the ownership structure or control relationships, the Beneficial Owners Register (Registar stvarnih vlasnika) at IRMS / Tax Administration (eFirma portal) must be updated within 8 days.