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Board of Directors

The Board of Directors (“BoD”) is not a mandatory body under the Montenegrin Company Law but if established it is part of a governing structure together with the Managing Director (“MD”).

Division of Duties: The duties of the BoD are determined by the Montenegrin Company Law and the Articles of Association (“AoA”). The BoD has an overall high-level responsibility for the Company's business and supervises the MD, who is in charge of day-to-day operations. The BoD manages the Company’s strategy, provides guidelines for the conduct of business, organizes accounting and financial control. [...]

Composition: The BoD must have at least 3 members but the Shareholder(s) can appoint greater number of members in the AoA. In each case, the number of members must be odd. A BoD member cannot be (i) a person who was prohibited from being elected to the BoD on the basis of a court decision, (ii) the auditor of the Company, or (iii) the MD (except in the case of Sole Shareholder companies).

Appointment/Dismissal Competence: The Shareholders through the General Meeting (“GM”) appoint/dismiss the BoD members (with possible reappointment). The appointment/dismissal procedure is conducted under the cumulative voting principle. It is not possible to dismiss only 1 member of BoD. Therefore, when the Shareholders want to dismiss a member of the BoD, the entire BoD must be dismissed following which the Shareholders may appoint a new BoD. The new BoD can be formed by previous members (with the exception of the one or more due to which the previous BoD was dismissed in a first place). This is due to the fact that regardless how many members the BoD has, the BoD is considered as a single entity and in that way it should be dismissed/appointed in its entirety.

Alternates: Although not common in practice (and not explicitly regulated by Montenegrin Company Law), BoD members may be represented on a BoD Meeting by a proxy based on a Power of Attorney. In addition, the BoD members may delegate their power of representation to the MD.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Montenegro on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Karanovic & Partners before actually changing any board members in Montenegro.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice (with  agenda and draft of the proposed Resolution).

Yes, to be signed by the MD.

At least 30 calendar days prior to the GM.

Yes, each Shareholder to receive original convening notice by certified mail. 

No.

Yes, if the GM is attended by all Shareholders (unless provided otherwise in the AoA).
2

GM.

(i) Minutes of the GM;

(ii) Adopted Resolution on appointment.

Yes, Minutes of the GM and adopted Resolution to be signed by the Chairman of the GM.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes, if there is no original document/signature, the Resolution can be disputed and annulled based on a lawsuit submitted by a Shareholder, a BoD member or by the MD.

No.

No, however, the Resolution can be adopted without a physical meeting if is signed by all Shareholders entitled to vote on the specific matter.

The appointment will become effective as per the date of the GM/the adopted Resolution.
3

Filing with the Montenegrin Central Register of Business Entities.

(i) Application form;

(ii) Adopted Resolution;

(iii) Consent of the new BoD member;

(iv) Copy of identity cards (if the BoD member is Montenegrin citizen) or passport copy (for foreign nationals);

(v) Amended AoA.

Yes, application form and amended AoA to be signed by the MD (or by proxy).

Consent to be signed by the new BoD member (or by proxy).

No later than 7 business days after the GM/the adopted Resolution (non-compliance may result in a monetary fine).

Yes, all documents to be filed in original or certified copy.

Yes, copy of passport of the new BoD member to be notarized (if required).

No.
1
Step 1
0-30 days*
2
Step 2
0 days
3
Step 3
0-7 days

0-37 days**

*Less than 30 days only possible if Step 1 is waived.

**Notarization (if required) may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice (with agenda and draft of the proposed Resolution).

Yes, to be signed by the MD.

At least 30 calendar days prior to the GM.

Yes, each Shareholder to receive original convening notice by certified mail. 

No.

Yes, if the GM is attended by all Shareholders (unless provided otherwise in the AoA).
2

GM.

(i) Minutes of the GM;

(ii) Adopted Resolution on dismissal.

Yes, Minutes of the GM and adopted Resolution to be signed by the Chairman of the GM.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes, if there is no original document/signature, the Resolution can be disputed and annulled based on a lawsuit submitted by a Shareholder, a BoD member or by the MD.

No.

No, however, the Resolution can be adopted without a physical meeting if is signed by all Shareholders entitled to vote on the specific matter.

The dismissal will become effective as per the date of the GM/the adopted Resolution.

The entire BoD is to be dismissed by the same Resolution (it is not possible to dismiss only 1 BoD member).
3

Filing with the Montenegrin Central Register of Business Entities.

(i) Application form;

(ii) Adopted Resolution;

(iii) Amended AoA.

Yes, amended AoA to be signed by the MD (or by proxy).

No later than 7 business days after the GM/the adopted Resolution (non-compliance may result in a monetary fine).

Yes, all documents to be filed in original or certified copy.

No.

No.
1
Step 1
0-30 days*
2
Step 2
0 days
3
Step 3
0-7 days

0-37 days

*Less than 30 days only possible if Step 1 is waived.
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Karanovic & Partners in cooperation with local lawyers has provided all input about changing board members in Montenegro. [...]

Karanovic & Partners is a regional legal practice in Southeast Europe with a tradition spanning two decades and cooperating offices in Serbia, Croatia, Slovenia, Montenegro, North Macedonia and Bosnia and Herzegovina. With more than 100 attorneys at law cooperating across the region, we provide integrated services focusing on effectiveness and practicalities in providing solutions to the clients.

For more information about Karanovic & Partners and changing board members in Montenegro, please use the below contacts:

TEL: +382 20 238 991
EMAIL: montenegro@karanovicpartners.com
WEB: www.karanovicpartners.com