1. PRESENTATION OF MONTENEGRO
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

2. Working Group for 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
Working Group for Chapter 6 – Company law
Bilateral screening: Chapter 6 Presentation of Montenegro Brussels, 22 November 2012
Chapter 6:
Company law
Poglavlje 25
Nauka i istraživanje

3. Disclosure requirements in respect of companies Disclosure of branches
Chapter 6: Company law
Disclosure requirements in respect of companies Disclosure of branches
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
Chapter 6:
Company law

4. Legal basis for company law
Chapter 6: Company law
Legal basis for company law
LAW ON BUSINESS ORGANIZATIONS
LAW ON TAKEOVER OF JOINT STOCK COMPANIES
LAW ON ACCOUNTING AND AUDITING
LAW ON SECURITIES
LAW ON INVESTMENT FUNDS
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

5. Protection of Members and third parties INSTITUTIONAL FRAMEWORK
Chapter 6: Company law
Protection of Members and third parties
LEGAL FRAMEWORK
LAW ON BUSINESS ORGANIZATIONS
Directive 68/151/EEC
Directive 2003/58/EC
Directive 2009/101/EC
INSTITUTIONAL FRAMEWORK
Implementation of Directives is under jurisdiction of the Ministry of Economy in part of creating normative framework
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

6. Protection of Members and third parties LAW ON BUSINESS ORGANIZATIONS
Chapter 6: Company law
Protection of Members and third parties
LAW ON BUSINESS ORGANIZATIONS
Directive 2009/101/EC is incorporated as follows:
Article 2 of the Directive is incorporated in Articles 21, 24, 28 and 71.
Article 3 of the Directive is incorporated in Articles 28, 70 and 83.
Article 5 of the Directive is incorporated in Article 93.
Article 6 of the Directive is incorporated in Article 24.
Article 7 of the Directive is incorporated in Article 93.
Article 8 of the Directive is incorporated in Article 2.
Article 9 of the Directive is incorporated in Article 72.
Article 10 of the Directive is incorporated in Article 72.
Article 11 of the Directive is incorporated in Article 70.
Article 12 of the Directive is incorporated in Articles 18, 26 and 65.
Article 13 of the Directive is incorporated in Article 26.
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

7. Financial Markets Transparency INSTITUTIONAL FRAMEWORK
Chapter 6: Company law
Financial Markets Transparency
LEGAL FRAMEWORK
LAW ON SECURITIES
LAW ON INVESTMENT FUNDS
LAW ON BUSINESS ORGANIZATION
Directive 2004/109/EC
Directive 2007/14/EC
INSTITUTIONAL FRAMEWORK
Implementation of Directives is under jurisdiction of the Ministry of Finance
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

8. Financial Markets Transparency
Chapter 6: Company law
Financial Markets Transparency
LAW ON SECURITIES
Directive 2004/109/EC is incorporated as follows:
Article 2 Paragraph 1 Item (b) of the Directive is incorporated in Article 6b.
Article 25 Paragraph 1 of the Directive is incorporated in Article 18.
Article 25 Paragraph 2 of the Directive is incorporated in Article 18a.
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

9. Financial Markets Transparency LAW ON INVESTMENT FUNDS
Chapter 6: Company law
Financial Markets Transparency
LAW ON INVESTMENT FUNDS
Directive 2004/109/EC is incorporated as follows:
Article 2 Paragraph 1 Item (g) of the Directive is incorporated in Article 2 and 5.
Article 2 Paragraph 1 Item (h) of the Directive is incorporated in Article 3.
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

10. Financial Markets Transparency LAW ON BUSINESS ORGANIZATIONS
Chapter 6: Company law
Financial Markets Transparency
LAW ON BUSINESS ORGANIZATIONS
Directive 2004/109/EC is incorporated as follows:
Article 17 Paragraph 1 of the Directive is incorporated in Article 30.
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

11. Disclosure of branches INSTITUTIONAL FRAMEWORK
Chapter 6: Company law
Disclosure of branches
LEGAL FRAMEWORK
LAW ON BUSINESS ORGANIZATIONS
Directive 89/666/EEC
INSTITUTIONAL FRAMEWORK
Implementation of Directive is under jurisdiction of the Ministry of Economy in part of creating normative framework
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

12. Disclosure of branches LAW ON BUSINESS ORGANIZATIONS
Chapter 6: Company law
Disclosure of branches
Eleventh Council Directive 89/666/EEC concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State
LAW ON BUSINESS ORGANIZATIONS
This Directive (89/666/EEC) is incorporated in the following way:
Article 1-10 of Directive comply with Articles 80 of the Law.
Articles 12 and 13 of Directive comply with Articles 93 of the 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

13. Number of enterprises, 31 October 2012
Chapter 6: Company law
Current situation
Number of enterprises, 31 October 2012
ACTIVITY
Number
JOINT STOCK COMPANY
341
FOREIGN COMPANY BRANCH
436
LIMITED LIABILITY COMPANY
26.782
INVESTMENT FUNDS 8
LIMITED PARTNERSHIP 58
NON-GOVERNMENTAL ORGANIZATIONS
294
GENERAL PARTNERSHIP
422
OTHER FORMS OF BUSINESS 24
INDIVIDUAL ENTREPRENEUR
17.078
INSTITUTION
1.129
COOPERATIVE
112
Total
46.684
Source: CRPS
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

14. Number of enterprises, 31 October 2012
Chapter 6: Company law
Current situation
Number of enterprises, 31 October 2012
Source: CRPS
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

15. Business Registers (CRPS)
Chapter 6: Company law
Business Registers (CRPS)
CRPS has an electronic record that can be accessed for free without restrictions.
The website of CRPS includes the following information:
The organizational structure of the business,
Company name,
Identification number,
Registration number,
Address, business activities and address to receive official mail,
The names of the founders of the company other than Joint stock company,
The names of directors and authorized persons,
Capital and capital structure of the company,
The period in which the company was founded.
In addition to the information published on the CRPS website, there can also be found positive regulations that are applied to the operations of companies, as well as all the forms that are filled in with the entries foreseen by the registration procedure regarding establishment and changes in established companies.
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

16. Business Registers (CRPS)
Chapter 6: Company law
Business Registers (CRPS)
CRPS ensures that the data contained in its index and other data stored in the database CRPS are identical to those submitted to the registration and that the public can be assured of their identity.
The registration procedure is very simple and the whole process is conducted at the same place, including CRPS, Tax Administration and Customs. Register with the decision on registration of the CRPS is obtained in addition to the registration tax, customs and excise number.
Registration application can be submitted to each regional office of the Tax Administration.
The deadline for registration is four days from the receipt of documentation from the CRPS, and if it fails to adopt the same reflective solution, the company is considered to be registered.
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

17. Thank you for your attention!
QUESTIONS