Company

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

Guide to the mandatory alignment of companies and entrepreneurs with the new Companies Act ("Sl. list CG" 90/25, consolidated text 121/25). The deadline is 15 June 2026 — the original 31 March 2026 deadline was extended by Parliament due to the IRMS portal transition. The procedure runs electronically via the IRMS portal; fees total €5 + €12. Without alignment: fine up to €10,000, CRPS administrative blockade, and risk of forced liquidation.

1–2 weeks (from preparation to CRPS decision)
€17 (€5 admin fee + €12 Sl. list publication)
8 steps

Procedure

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.

Director / founder / accountant30 minutes
Companies Act — "Sl. list CG" 90/25 (gov.me)Consolidated text — "Sl. list CG" 121/25 (CBCG)Presentation of the law — Government of Montenegro

The law entered into force on 13 August 2025 and applies from 1 January 2026. See the transitional and final provisions of the new law. Dormant companies are NOT exempt.

Alignment deadlines

DateObligationSubjects
15 June 2026Align founding act with Law 90/25All companies and entrepreneurs (registered before 1.1.2026)
30 June 2026Gender parity in governance bodiesPublic joint-stock companies only
1 January 2027Align share nominal valuesAll a.d.

Alignment costs (d.o.o.)

ItemAmount
Republican administrative fee (832-3161017-60)€5
Sl. list CG publication fee (520-941100-57)€12
Total€17

Penalties for non-alignment

SubjectConsequence
Business entityFine up to €10,000
Director / responsible personSeparate personal fine (in addition to company fine)
All companiesAdministrative CRPS blockade — no further changes can be filed
All companies"Inactive" status + risk of court-initiated forced liquidation

Additional notes

The procedure operationally consists of THREE mandatory steps — all three must be done: (1) amended founding act, (2) Skupština or founder decision, (3) CRPS registration via IRMS. If any of the three is missing, alignment is NOT considered performed, regardless of actual compliance.

Without filing by 15 June 2026, CRPS enters administrative blockade: no further changes can be registered (director, address, business activity, capital, owners).

Dormant (inactive) companies are NOT exempt — they must complete the procedure too.

For IRMS portal support: email [email protected], tel. 19707.

IMPORTANT: Before starting, check the IRMS portal for any further deadline extensions — the deadline has already been extended once (from 31 March to 15 June 2026), and further changes are possible.

Required Documents

  • Amended founding act / founding agreement / bylaws (with alignment clause)
  • Skupština / founder decision on alignment
  • Statement of alignment (free-form text with authorised signature)
  • Proof of €5 republican admin fee payment to account 832-3161017-60
  • Proof of €12 Sl. list CG fee payment to account 520-941100-57
  • ID / passport of legal representative
  • Qualified Electronic Signature (QES) for signing documents
  • Single-member d.o.o. bylaws template
  • Multi-member d.o.o. founding agreement template

Legal Basis

Competent Institutions