Your Montenegrin d.o.o. Is Registered. Now the 90-Day Clocks Start

The fine arrives for something you did in week two. The Registration Act that came into force alongside the new Companies Act on 1 January 2026 gives a company seven days to file any change to what the registry holds about it: a new director, a new seat, a new activity, a change among the members. Miss the seven days and the registrar does not send a reminder. It is obliged to apply for misdemeanour proceedings, and the fine runs from €500 to €20,000 for the company plus €150 to €1,500 for the person who should have filed. The Act was presented by the Government on 24 November 2025 and binds a company formed after 1 January from its first day.

Week two is when the rule bites because week two is when the real address appears. Most foreign founders register with a temporary seat, often the lawyer's office or a coworking desk, and sign the actual lease ten days later. That lease is a change of seat. So is the moment a co-founder who was waiting on a residence permit takes over from the interim director. Both go to the Central Registry of Business Entities (CRPS, Centralni registar privrednih subjekata) within seven days, or the registration you celebrated becomes the first line of a penalty file.

The registration decision itself comes fast. From a complete filing the registrar decides within three working days and issues the tax number (PIB, poreski identifikacioni broj) with it. The next three months run on other people's calendars: three banks', an accountant's and, if you hire, the Ministry of Interior's. RoNa Legal's August 2026 note on what the 2026 Companies Act changed for foreign investors is the shortest reliable account of the new deadlines.

Week one: one seat, one owner filing, one accountant

The Companies Act allows a d.o.o. exactly one registered seat, the place in Montenegro from which the company is managed or where it carries on its main activity. In practice the seat question is settled by the banks rather than the statute. A virtual-office address has been a standard refusal ground, while a desk contract at a named coworking space such as Regus or Impact Hub in Podgorica has been accepted. RoNa's April 2026 bank-account guide budgets €300 to €400 a month for a small Podgorica office; sign twelve months, because the bank reads the term.

Photographs of a furnished room with the company name on the door go into the bank file next to the lease. If the space needs a clean-out, a partition wall or your desk moved over from the flat, post the job on Glatko and collect written quotes instead of losing a week to phone calls.

The second week-one filing is the one nobody mentions at the notary. Montenegro keeps a Register of Beneficial Owners at the tax administration, and a newly registered company must file its owners, meaning any natural person holding more than 25% or controlling the company by other means, within eight days of registration. Changes get the same eight days, and an annual confirmation falls due by 31 March. A missed filing costs €5,000 to €20,000 for the company and €500 to €2,000 for the responsible individual. RoNa's August 2026 piece on who counts as a beneficial owner and what the register fines covers shares held through another company.

Then the accountant. You do not need one to register, but you need one before the first invoice, because invoices here are fiscalised electronically with a digital certificate and the filings run through the eTax portal (ePorezi). RoNa's April 2026 DOO guide states that business-to-business invoices have had to go through the eFaktura system since January 2026; the Government's own e-Faktura page describes an earlier scheme that gave small firms free invoicing software, so ask the accountant which system they run. Monthly bookkeeping is quoted anywhere from €80 to €400 across RoNa's two 2026 guides; ask whether VAT returns, payroll and the annual statement are inside the fee.

Two VAT numbers matter in the same week. The standard rate is 21% with a reduced rate of 7%, per the Government of Montenegro's VAT page; one 2026 guide prints 22%, and the official page does not. The registration threshold is less tidy. RoNa's DOO guide gives it as €30,000 of turnover in twelve months, with fifteen days to register once you cross it, while the consolidated law text still online at paragraf.me was last updated in 2021 and shows €18,000. Work with €30,000 and have the accountant confirm it.

Weeks two to four: three bank files and a signature card

The account is the bottleneck. RoNa's bank-account guide quotes Podgorica accountants estimating that at least a third of new companies spend months without one. The timelines it lists by bank: Hipotekarna and Lovćen two to three weeks, NLB two to four, Ziraat Bank Montenegro three to five, CKB three to six, Erste four to six. File with three at once: one accessible (Hipotekarna or Lovćen), one strict (NLB), one with a Turkish-language desk if that helps (Ziraat).

Each bank wants broadly the same file, and the freshness rules are what trip people:

• CRPS extract no older than 30 days, pulled the day you submit
• notarised founding act and the PIB certificate
• apostilled passport translation and the certified signature card (karton deponovanih potpisa)
• a business plan of three to five pages naming the sector, the first clients and a revenue figure
• UBO declaration for anyone above 25%
• reference letter from your home bank with twelve months of statements
• the office lease, plus a first client contract or letter of intent if you have one

Wise and Revolut do not open business accounts for a Montenegrin d.o.o., and the tax administration wants a Montenegrin IBAN for VAT, profit tax and salaries. Share capital may go into a bank in an EU member state when you form electronically; running the company may not. Refusals cluster around a short list: no physical office, a director who has never set foot in the country, an activity described as "consulting" with no sector, a missing apostille. RoNa's bank-by-bank account guide for new founders pairs each refusal reason with the fix; read it before the first appointment, not after the first letter.

Month two: the director goes on payroll and the health card follows

By the second month one bank has said yes and the first payroll run lands. An executive director of a d.o.o. is entered into the payroll system, and the monthly social contributions, €150 to €180 depending on the minimum-wage scale according to RoNa's guide updated in August 2026, fund your place in the state health system (Fond za zdravstveno osiguranje, the health insurance fund). Keep them current and the Ministry of Health issues a health card (zdravstvena knjižica) covering emergency care, surgery and maternity at state hospitals. Miss one month's payroll tax and the record freezes. A spouse and minor children are covered only after a separate application. RoNa sets out how a director's contributions turn into state health cover and what the card does not pay for.

The director's own position starts to matter in the same month. The Companies Act asks a director to act with the care of a good businessperson and, under Article 315(4), to register the end of a mandate within seven days. Whoever signs the bank forms is the person the registry, the tax administration and any creditor will look for.

Month three: a first hire, the quota and a 24-hour clock

A Montenegrin employee is straightforward: contract, social-insurance registration, payroll through the accountant. The minimum wage is €600 net at qualification level V and below and €800 net at level VI and above, unchanged into 2026 since October 2024; RoNa's cost table dated 3 September 2026 puts the employer's all-in cost of a €1,000 net salary at roughly €1,190 to €1,195.

A foreign hire is a different calendar. Employment permits sit inside an annual quota the Government sets by 30 November for the following year; the 2026 decision was published on 30 December 2025 (Official Gazette 161/2025). Executive directors, IT staff and higher-education managers sit outside the quota under Article 78(1) of the Foreigners Act, but EU and EEA nationals are still inside it in 2026 because their exemption waits for accession.

The worker applies at the Ministry of Interior (MUP) office, but the employer supplies the file and carries the liability. From the Employment Agency's fee and document page for foreign-worker permits, the employer's side is:

• a written job offer for a specified position
• the company's act on workplace organisation and job systematisation (akt o sistematizaciji)
• proof that the worker has accommodation
• fees of €2 for the application, €60 for the permit and €5 for the card; a renewal costs €37 and is filed at least 30 days before expiry
• nothing in the file older than six months

The clock that catches employers ticks after approval. Within 24 hours of the day the permit is issued you must sign the employment contract and register the worker for compulsory social insurance (Article 70(6)); otherwise the permit is annulled. RoNa's employer guide to what the employer files and signs for a work permit lists the documents an inspector asks to see on site and the consequence of a single conviction: every permit issued on that employer's job offers lapses.

Some ninety-day items are legal rather than administrative: a shareholder agreement kept out of the founding act, a director change, a bank refusal letter. RoNa Legal advises on Montenegrin and Turkish law from Budva and İzmit; it was set up by lawyers registered with the Kocaeli Bar, and its d.o.o. formation service runs from name reservation, valid 90 days, through the PIB, with formation by power of attorney for founders not yet in the country.

Ninety days from a decision dated Monday 5 October 2026

Take a registrar's decision dated Monday 5 October 2026 as day zero. The dates move with yours; the intervals do not.

1. Monday 12 October (day 7): file at CRPS any seat, director, activity or membership change that differs from the founding filing. Fine €500 to €20,000.
2. Tuesday 13 October (day 8): beneficial-owner filing with the register at the tax administration. Fine €5,000 to €20,000.
3. Friday 16 October: eTax registration done, accountant engagement letter signed, invoicing software chosen.
4. Week of 19 October: three bank files submitted, each with a CRPS extract dated that week and a signed lease.
5. Sunday 1 November: Turkish, Russian, Chinese, Saudi and Belarusian passport holders need a visa or a valid Montenegrin residence permit to enter from this date. Book the bank-signature trip before it, or apply for a Visa C about fifteen days ahead.
6. Wednesday 4 November to Monday 16 November (days 30 to 42): first bank decisions fall due. A refusal letter goes to the lawyer the same day; the other two files stay open.
7. Within 15 days of crossing €30,000 turnover: VAT registration, threshold confirmed by the accountant.
8. Monday 30 November: the Government sets the 2027 work-permit quota by this date.
9. Every month with an open account: the director's contributions paid on time, or the health record freezes.
10. Within 24 hours of any permit issue date: employment contract signed and social insurance registered.
11. Sunday 3 January 2027 (day 90): the annual beneficial-owner confirmation is not due until 31 March, the one clock on this list you can leave running.