The new law about legal entities/Law of The Companies was adopted at the Official Gazette No. 65/20 on the 03.07.2020 and is in force since the 16.07.2020/ when it was introduced in Montenegro.
The law complies in most aspects with EU directives of the European Union, which was the main reason of modifying the existing one which was applied on legal entities doing business on Montenegrin teritorry.
Namely, it was noticed that a part of the regulation was not compliant with EU standards, and therefore a change was made in the existing legislation. Generally, existing organizational entities have been retained and have not been changed, except in the aspect of establishing foreign companies, where now there is no more obligation that authorised person needs to have Montenegrin citizenship, but can also have foreign citizenship.
The liability of legal entities has remained the same, and they are liable with the own property, while the founder is responsible up to the amount of the founding capital, unless a criminal action for which a criminal sanction has been threatened is involved, as well as the eventual restitution.
Concept of people in relation with entity is especially emphasized because of the possible conflicts of interest related to people with that kind of social status might have. Alongside, the term of necessary attention in managing entities related to third persons has been implemented.
The concept of keeping a business secret with people working in a legal subject is emphasized, and judical protection is offered in case of infringement. The category of compliance with the non-compete obligation has been introduced, along with offered juridical protection, which until now was necesary contracted with each and every one of emplyees if necessary.
As far as importation of non-financial capital in entities goes, it will have to be arranged in accordance with the accounting law. Non-financial property has to be estimated by an authorized apprasier and that report is a part of the founding file. This property is published to the registration authority.
As for keeping minutes at company assemblies, in the future notary will keep minute, and a document as such will be avalible to the person who has expressed interest in it, in order to achieve certain legal rights.
In the times to come, all companies will be obliged to regularly keep records of company assemblies at the official registry.
The process of changing the founding capital, reduction, increase, or a change of any kind in a company/transformation-restructuring has been especially highlighted, meaning that any one of those changes has to be stated in the books by an authorized accountant and authorized apprasier, and those reports are a constituent part of the file to the registratory
These changes were made specifically to secure potential creditors.
The process of liquidation of companies is clearly defined and third persons are given the possibilty to be notified about all changes in companies.
The possibility of cross-border merging of companies is introduced and regulated by the same law.
Finally, the intention of the new law is to try to give a better overview of various procedures which are typical for companies, reorganization, merging, liquidation and other, and third persons, the state and employees are given the possibility to protect their rights with a more trasparent procedure.
The law is modern, but implementation and practice will show the quality of this law.
By Sasa Vujacic, Partner, and Daniel Vujacic, Assistant, Vujacic