Mandatory Beneficial Company Owners Registration in Montenegro – A Guide

If you own or manage a company in Montenegro, you’ve probably been notified about the mandatory registration of beneficial (real) owners of every company in Montenegro. All this is under the updated Anti-Money Laundering and Terrorism Financing Prevention Act (AML) that took effect in December of 2023.

The deadline for entering information in the Beneficial Owners’ Registry will be 30 days after a separate rulebook about it is published. This rulebook was supposed to be published three months after the law, but it’s no news that a rulebook is a bit late in Montenegro. However, because the registry is operational and it’s just a matter of time before the rulebook is published, we have advised our clients to register the companies’ beneficial owners by 31 March. And just in case, we have created a short guide on how to do it in this article. So, be sure to have your CEO (or a person with a digital signature certificate) do the registration or be on the lookout when the rulebook is published. Note that filing to register beneficial owners within the deadline may put your company at risk of €3,000.00 to €30,000.00 by the Financial Intelligence Unit (FIU) of the Police Department.

Additionally, checking and updating the beneficial owners’ information once a year (by 31 March for the previous year) is also mandatory.

Although we’ll have a separate article about the new AML act, in this one, we are bringing you a short guide for the registration of beneficial company owners.

AML Act

Montenegro adopted a new AML Act which came into effect in December 2023 and although it’s within similar lines to the last one, there are some changes. New reporting entities and report situations have been added, some transactions are now limited and there are changes in the education and requirements for the authorized person who handles AML in the company. We expect some additional rulebooks to work out the details of the legislation.

Which Entities Need to Register the Beneficial Owner?

All legal entities, registered companies, parts of foreign companies, trusts, associations, institutions, political parties, art organizations, chambers, foundations, etc. need to register the beneficial owner(s). The only ones who don’t have to do it are, as expected, state-owned enterprises and registered self-employed entrepreneurs. Also, joint-stock corporations listed in the stock market and fall into categories regulated by the financial markets laws don’t have to register the beneficial owners.

The beneficial owners’ information needs to be reconfirmed or updated once per year. For new companies, the CEO registers the beneficial owners when he/she obtains the digital signature certificate.

Who is Considered a Beneficial Owner of the Company?

Following Article 20 of the AML act, a beneficial owner is a natural person who owns or exercises real control over a legal entity, business company, trust, or other person, i.e. a subject of foreign law equal to it. That is a natural person in whose name or on whose account the transaction is carried out or in whose name a business relationship is established.

As this law defines, a natural person is considered to be a real/beneficial owner of a legal entity (company) if:

• The person is directly, or indirectly the owner of at least 25% of shares, voting rights, or other rights based on which the person participates in the management or capital (or both), with at least 25% of the shares or has decisive influence in the management of the assets of a legal entity (company);
• The person has a direct or indirect decisive influence on business operations and decision-making in a legal entity (company).

In cases where it’s not possible to determine the real (beneficial) owner of a company, or if there is doubt that the natural person described above is the real owner, it will be considered that one or more persons in company management are the real owners of the company.

When it comes to associations, institutions, political parties, religious communities, artistic organizations, chambers, trade unions, employers’ associations, foundations, or other business entities, a beneficial owner is any natural person who has a controlling role in the management of the assets of that entity. When the beneficial owner can’t be determined, the law will consider any natural person authorized to represent that entity as a beneficial owner.

How to Register a Beneficial Company Owner? 

Registering a beneficial company owner is not too complicated and can be done online, with the digital signature certificate. It must be done by the CEO, that is, through their digital signature certificate, and shouldn’t be done by the accountants or other persons (though they can help of course). Unfortunately, the registry functions are only in Montenegrin, so you’ll probably need some help.

To do this, you need to access the portals with Google Chrome, and it’s best to do the registration with a computer that has your digital signature certificate installed. The certificate will be needed at the end of the registration.

Please note that in case of a more complex ownership structure, like when a foreign company (co)owns another company, you’ll need additional information and documents. 

Here is a simple guide through the registration process:

1. Visit https://efirma.tax.gov.me/;

2. Register your account with a unique username and password;

3. Go to the download section in the upper right corner – https://efirma.tax.gov.me/Uputstva/Dokumenta, and install the Google Chrome extension;

4. Install the “Desktop aplikacija za rad sa sertifikatima” from the download section;

5. After the installations, go to the beneficial owners’ section – https://efirma.tax.gov.me/StvarniVlasnici/Index and select the “Registruj stvarne vlasnike” option;

6. Click the “+Prijava za registraciju” button and enter the PIB (registration number) of the company for which you want to register the beneficial owner;

7. After you enter the PIB, the beneficial owners form will open. The first form contains the information about the person who is entering the registration data, and it’s pulled from the database automatically;

Further, a form with the company information pulled from the CRPS (Central Registry of Business Entities) will open;

The next form will show the overview of the persons in the company following the existing Company Registry (CRPS) information;

8. The final registration step comes in the “Stvarni vlasnici” form;

In the “Stvarni vlasnici” form, by clicking “Unesi vlasnika“, you can register the beneficial owners for the selected business entity in the form that will open.

When you enter the owner information, you’ll first need to list if the person is a citizen of Montenegro, a foreigner with a resident status here, a Montenegrin citizen with residence in a foreign country, or a foreign person residing in a foreign country.

If the owner is a Montenegrin citizen or a foreigner with a residence permit, by entering the JMBG (for foreigners it’s on the residence permit) the application will recognize the person and automatically fill in the details from the CRS. For foreigners and persons who are not residents of Montenegro, you’ll have to enter their residence address in a foreign country, as well as passport number, issuing country and date, and the validity date.

When you enter all the information, you can add the information to the beneficial owners’ registry by clicking the “Unesi” button.

9. The next and final step will be to upload the documents needed for beneficial owner registration and then you can check the entered information with the “Pregledaj i podnesi” option. After you check the information, by clicking the “Podnesi” button you can sign the registration with your appropriate digital signature certificate.

When you finish registration, you can also download an electronically signed Excerpt from the Beneficial Owners Registry.

Who Has Access to (Your) Information?

The Government authorities, primarily the Financial-intelligence unit of the police will have direct access to all the data of beneficial owners in the Registry. The reporting entities (companies that have to do AML and KYC procedures in accordance with this law) will have access to the information from the beneficial owners’ registry for the purpose of client identification. Other entities will be able to see will be able to see the beneficial owners’ information with an electronic identification within the guidelines of the law that governs electronic identification.