The Law on Business organizations (Official Gazette of the Republic of Montenegro No. 6/2002 and Official Gazette of Montenegro No. 17/2007, 80/2008, 36/2011 and 40/2011) - contains the law applicable to business activities, to their legal capacity as well as to their incorporation. The right of representation of companies as well as other legal entities is regulated by the Law on Contracts and Torts (Official Gazette of Montenegro No. 47/2008 and 4/2011).

Article 19 of the Private International law Code of Montenegro provides that companies (or any other kind of legal entity) are regulated by the law of the country where they were incorporated. However, if the company (or other legal entity has it’s real seat in the country other than the country in which it was incorporated and by the law of that other country the applicable law is the law of that country, the applicable law is the law of the country in which the real seat of the company (or other legal entity) is located.

Under article 9 of the Constitution of Montenegro, the ratified and published international agreements and generally aaccepted rules of international law shall make an integral part of the internal legal order, have the supremacy over the national legislation and be directly applicable when they regulate the legal relations in a different way from the internal legislation.

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All companies must be registered in the Central Register of Business Organisations. The company shall acquire the status of a legal person on the day of its registration in the Central Register. The registration is proved by the registration certificate. The Central Registry shall publish in the Official Gazette of Montenegro the data on the company name and registered office, the names of the members of its managing bodies, Executive Director, Company Secretary, auditor, as well as the date of the conclusion of the foundation agreement, the date of adoption of the articles of association, and the date of registration. The documents and data shall be binding upon the company towards third persons from the day of their publication in the Official Gazette of Montenegro, unless the company proves that third parties had knowledge of them. The documents and data shall not be binding upon third parties acting in good faith regarding transactions executed within 16 days from the day of publication of the documents and data, if they can prove that they did not know or could not have known about their publication. The Central Register is public (anyone can consult it and obtain extracts and certificates concerning the registered companies)

Any foreign company performing economic activity through its branch on the territory of Montenegro shall be obliged to comply with the relevant legal provisions of Montenegro. Article 80 of the Law on Business Organizations provides that a foreign company branch shall be a branch of a company established and registered outside Montenegro which performs business activity on the territory of Montenegro. A foreign company branch shall exist and perform the economic activity in accordance with The Law on Business Organizations and other laws of Montenegro. Foreign companies which establish a foreign company branch in Montenegro shall be obliged, within 30 days from the day of the establishment of the branch, to submit to the Central Registry the data required for registration.

The legal entity is legally represented (fully or with certain limits, which have to be clearly registered and indicated in the register) by the persons registered in Central Register as “authorized representatives”. As a general rule, the company is represented by its Executive Director. However, the company could also have several other “authorised representatives” who are also authorised to - fully or partially - represent the company.

The right of representation of the company and its possible limitations must be registered in the Central Register.

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The Law on Business Organizations provides that the publication of the names of the members of the Board of Directors, Executive Director or Secretary of Company who are authorized to represent the company shall be binding upon the company, and third parties may refer to them, unless the company proves that such third parties knew or could have known about irregularities when they were appointed. The limits of the powers of the company’s bodies, arising under the articles of association or from decisions of such bodies, cannot be asserted as a defence against third parties, even if they have been disclosed. General power of representation conferred by the articles of association of a company upon a single person or upon several persons acting jointly may be asserted as a defence against third parties, provided that the publication is done in accordance with the Law on Business Organizations.

The general rule is provided under Article 80 of the Law on Contracts and Torts i.e. the rights of the legal representative of the company can be restricted by law or by the articles of association or by the act of the competent national authority.

These restrictions have legal effects towards third persons if they have been registered in the Central Register.

The representative can prove his right of representation by the extract in paper from the Central Register. It can also be checked digitally on the website of the Central register. However, the web site is not considered as an official proof.

See questions 9 and 11.

It can be checked digitally on the web site of the Central register. However, although the website is usually a replica of the original data from the register, it is not considered as an official proof.

It can be checked only in the local language at http://www.crps.me/

Not applicable.