M O N T E N E G R O Negotiating Team for the Accession of Montenegro to the European Union Working Group for Chapter 6 – Company law Bilateral screening: Chapter 6 PRESENTATION OF MONTENEGRO Brussels, 22 November 2012

M O N T E N E G R O Negotiating Team for the Accession of Montenegro to the European Union Working Group for Chapter 6 – Company law Poglavlje 25 Nauka i istraživanje Bilateral screening: Chapter 6 Presentation of Montenegro Brussels, 22 November 2012 Chapter 6 : Company law

M O N T E N E G R O Negotiating Team for the Accession of Montenegro to the European Union Chapter 6: Company law Chapter 6: Company law Shareholders' rights Capital requirements Goran Nikolić Senior Advisor, Ministry of Economy

M O N T E N E G R O Negotiating Team for the Accession of Montenegro to the European Union LEGAL FRAMEWORK  LAW ON BUSINESS ORGANIZATIONS Directive 77/91/EEC Directive 92/101/EEC Directive 2006/68/EC Directive 2007/36/EC INSTITUTIONAL FRAMEWORK Implementation of Directives is under jurisdiction of the Ministry of Economy in part of creating normative framework Shareholders' rights Capital requirements Chapter 6: Company law Chapter 6 : Company law

M O N T E N E G R O Negotiating Team for the Accession of Montenegro to the European Union LAW ON BUSINESS ORGANIZATIONS Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies is incorporated as follows:  Article 4 of the Directive is incorporated in Articles 30, 32 and 35  Article 5 of the Directive is incorporated in Article 36 and 39  Article 6 of the Directive is incorporated in Article 37  Article 7 of the Directive is incorporated in Articles 30, 32 and 39  Article 8 of the Directive is incorporated in Article 39  Article 9 of the Directive is incorporated in Article 32  Article 10 of the Directive is incorporated in Article 33  Article 11 of the Directive is incorporated in Article 39  Article 12 of the Directive is incorporated in Article 39  Article 14 of the Directive is incorporated in Articles 33 and 39 Shareholders' rights Chapter 6: Company law Chapter 6 : Company law

M O N T E N E G R O Negotiating Team for the Accession of Montenegro to the European Union Second Council Directive 77/91/EEC on formation of public limited liability companies and maintenance and alteration of their capital In general, provisions of Directive 77/91/EEC relating to formation and the maintenance, increase or reduction of capital are almost fully incorporated in Law on Business Organizations. Relevant articles relating to the basic particulars of the company, including the exact composition of capital are harmonized with corresponding provisions of Law on Business organizations, regarding to statutes or instrument of incorporation, as follows: Articles 1-7 of Directive are incorporated in articles 1, 2, 17, 18, 18a, 19, 20, 42 and 46. Articles 9-17 of Directive are incorporated in articles 17, 20, 20a, 40, 50, 51, 62 and 78. Articles which define provisions referring maintaining the capital, which constitutes the creditors’ security, by prohibiting any reduction thereof by distribution to shareholders where the latter are not entitled to it and by imposing limits on the company’s right to acquire its own shares, are incorporated in Articles 53, 60 and 62 of Law on Business Organizations. Capital requirements Chapter 6: Company law Chapter 6 : Company law

M O N T E N E G R O Negotiating Team for the Accession of Montenegro to the European Union Second Council Directive 77/91/EEC on formation of public limited liability companies and maintenance and alteration of their capital Provisions of Directive implying that increase or reduction of capital should ensure the principles of equal treatment of shareholders in the same position and protection of creditors whose claims exist prior to the decision on reduction are observed and harmonized, and incorporated in Montenegrin Law on Business Organizations, as follows: Articles of Directive are transposed within Articles 35, 51, 53, 56 and 57 Law on Business Organizations. Articles of Directive are transposed within Article 59 of the Law on Business Organizations. Article 39 of Directive is incorporated in Articles 19, 52, 53 and 57. Article 40 is complied with Article 35 of the Law on Business Organizations.  Articles and 41 are not applied; Articles not applicable.  Articles 37 and 38 are not in the Law. Capital requirements Chapter 6: Company law Chapter 6 : Company law

M O N T E N E G R O Negotiating Team for the Accession of Montenegro to the European Union Council Directive 92/101/EEC on the formation of public limited-liability companies and the maintenance and alteration of their capital LAW ON BUSINESS ORGANIZATIONS Directive 1992/101/EEC is incorporated in Article 60 Capital requirements Chapter 6: Company law Chapter 6 : Company law

M O N T E N E G R O Negotiating Team for the Accession of Montenegro to the European Union Directive 2006/68/EC of the European Parliament and of the Council amending Council Directive 77/91/EEC as regards the formation of public limited liability companies and the maintenance and alteration of their capital LAW ON BUSINESS ORGANIZATIONS Directive 2006/68/EC is incorporated in Articles 51, 53, 59, 60 and 62 Capital requirements Chapter 6: Company law Chapter 6 : Company law

M O N T E N E G R O Negotiating Team for the Accession of Montenegro to the European Union JOINT STOCK COMPANIES Article 17 Law on Business organizations (5) The minimum initial capital of a joint-stock company shall be 25,000 euro. The founders shall be obliged to pay the initial capital in cash in the minimum amount of 25,000 euro. LIMITED LIABILITY COMPANY Article 66 Law on Business organizations (1) The founders of a limited liability company shall be obliged to determine the amount of initial capital which may not be less than 1 euro. Minimum capital requirements Chapter 6: Company law Chapter 6 : Company law

M O N T E N E G R O Negotiating Team for the Accession of Montenegro to the European Union Article 87 Law on Business Organizations (1) A fee shall be paid for registration in the Central Registry. (2)The fees for recording in the Central Registry shall be as follows: 1)for registration of a joint stock company - EUR 50; 2)for registration of entrepreneur, general partnership, limited partnership, and limited liability company - EUR 10; 3)for the issuance of an authenticated registration decision or a certificate that the business organization or entrepreneur is not registered - EUR 5; 4)for the submission of any other request, including a request for de- registration - EUR 5; 5)for publication of data in the Official Gazette of Montenegro - amount of actual publication costs. Fees for registration in the Central Registry Chapter 6: Company law Chapter 6 : Company law

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