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Managing Director

The Managing Director (“MD”) is the only mandatory part of the organizational structure in Limited Liability Companies – either as the sole governing body or in combination with a Board of Directors (“BoD”).

Division of Duties: In practice, the MD is responsible for the legality of the Company`s activities and his/her common duties are to organize, coordinate and lead the operation and business performance of the Company, submit business reports, execute financial documents and perform other duties that fall within the daily Company management and day-to-day operations. [...] Further, the MD is required to execute instructions of the BoD (if established) and implement its decisions with respect to the Company's activities, representing the interests of the Company, asset management, contractual relations, opening and maintaining bank accounts, employment, passing instructions which are mandatory for all employees of the Company and perform other tasks that are necessary for the good standing (within the limits of the powers of the MD as determined by the Memorandum of Association (“MoA”) and the Articles of Association (“AoA”)).

Composition: The MD must be a physical person (either a Montenegrin citizen or a foreign national). The Company can have only one MD.

Appointment/Dismissal Competence: The MD is appointed/dismissed by majority votes of the Company`s Shareholders at the General Meeting (“GM”), if not otherwise determined in the AoA. If a BoD is established, the appointment/dismissal competence can be assigned to the BoD.

Alternates: The Company may have a Deputy MD as its alternate, however, the scope of his/her duties and responsibilities cannot supersede the duties and responsibilities of 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 (by the General Meeting)
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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 (if established) 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) Specimen signature of the new MD;

(iv) Consent of the new MD;

(v) Copy of identity card (if the new MD is a Montenegrin citizen) or a notarized copy of passport (in case of foreign national);

(vi) Amended AoA. 

Yes, application form, amended AoA and consent to be signed by the new 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.

Yes, specimen signature and copy of passport of the new MD (if required) to be notarized.

No.

The Company must always have a MD (and only 1), meaning appointment and dismissal will always occur simultaneously.
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 may take additional time.
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Appointment (by the Board of Directors)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice (in accordance with the BoD’s Rules of Procedure (“RoP”)).

Yes, to be signed by the President of the BoD.

As set out in the RoP.

As set out in the RoP.

No.

As set out in the RoP.

Appointment is only partially regulated by Montenegrin Company Law and the procedure is otherwise set out in the RoP.
2

BoD Meeting.

(i) Minutes of the BoD Meeting;

(ii) Adopted Resolution on appointment.

Yes, Minutes of the BoD Meeting and adopted Resolutions to be signed by the President of the BoD.

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.

No.

No.

The appointment will become effective as per the date of the BoD Meeting.
3

Filing with the Montenegrin Central Register of Business Entities.

(i) Application form;

(ii) Adopted Resolution;

(iii) Specimen signature of the new MD;

(iv) Consent of the new MD;

(v) Copy of identity card (if the new MD is a Montenegrin citizen) or a notarized copy of passport (in case of foreign national);

(vi) Amended AoA.

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

No later than 7 business days after the BoD Meeting (non-compliance may result in a monetary fine).

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

Yes, specimen signature and copy of passport of the new MD to be notarized.

No.

The Company must always have a MD (and only 1), meaning appointment and dismissal will always occur simultaneously.
1
Step 1
As set out in the RoP
2
Step 2
0 days
3
Step 3
0-7 days

0-7 days + as set out in the RoP*

*Notarization may take addtional time.
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Dismissal (by the General Meeting)
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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 (if established) 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.
3

Filing with the Montenegrin Central Register of Business Entities.

(i) Application form;

(ii) Adopted Resolution;

(iii) Amended AoA. 

Yes, application form and amended AoA to be signed by the new 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.

The Company must always have a MD (and only 1), meaning appointment and dismissal will always occur simultaneously.
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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Dismissal (by the Board of Directors)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice (in accordance with the BoD’s Rules of Procedure (“RoP”)).

Yes, to be signed by the President of the BoD.

As set out in the RoP.

As set out in the RoP.

No.

As set out in the RoP.

Dismissal is only partially regulated by Montenegrin Company Law and the procedure is otherwise set out in the RoP.
2

BoD Meeting.

(i) Minutes of the BoD Meeting;

(ii) Adopted Resolution on dismissal.

Yes, Minutes of the BoD Meeting and adopted Resolutions to be signed by the President of the BoD.

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.

No.

No.

The dismissal will become effective as per the date of the BoD Meeting.
3

Filing with the Montenegrin Central Register of Business Entities.

(i) Application form;

(ii) Adopted Resolution;

(iii) Amended AoA. 

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

No later than 7 business days after the BoD Meeting (non-compliance may result in a monetary fine).

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

No.

No.

The Company must always have a MD (and only 1), meaning appointment and dismissal will always occur simultaneously.
1
Step 1
As set out in the RoP
2
Step 2
0 days
3
Step 3
0-7 days

0-7 days + as set out in the RoP
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Fee quote

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