Winding up

Liquidation of a company represents a form of cessation of a business entity, which is carried out when the business entity has sufficient financial resources to cover all of its obligations.

The Law on Business Entities distinguishes between two types of liquidation. First, the liquidation of a company based on the decision of the members of the company. This is voluntary liquidation. Second, compulsory liquidation, which is carried out in legally prescribed cases, regardless of the owners’ will.

Liquidation of a company in Montenegro is a procedure that can be conducted in two ways:

The expedited liquidation procedure represents the simplest procedure, which is carried out when the owner signs a statement that the company has no debts and that they will personally be liable for any debts within three years. That is, if the company had no transactions in its account (in which case salary contributions are not considered debts) and the owner can simply and inexpensively free themselves from the company with which they have done nothing. Also, the “expedited” procedure of voluntary liquidation can be initiated in the case where the company has operated but the owners are convinced that there are no outstanding claims.

The regular liquidation procedure is carried out in the case where the company has had transactions through its account and has no outstanding claims. In this case, among other things, a certificate from the tax administration confirming that the company has no outstanding obligations must be obtained, and an application for the deletion of the company from the Central Registry must be submitted.

When submitting documents for expedited company liquidation, the following must be brought to the Central Registry of Business Entities: