Registration of a financial company in Montenegro: a brief guide

Introduction

Montenegro, a small nation in the Balkan region, has recently emerged as an attractive destination for foreign entrepreneurs seeking to establish financial companies. The country's stable economic growth, favourable investment environment, and strategic location at the crossroads of Western and Eastern Europe have contributed to its increasing appeal. This article provides an in-depth examination of the process of registering a financial company in Montenegro, including the legal requirements, licensing procedures, and the advantages of operating in this jurisdiction.

Montenegro's financial system has undergone significant reforms and improvements in recent years, creating a conducive environment for investment in various sectors, particularly the financial industry.

Montenegro offers numerous benefits to global investors seeking to establish a financial company, including:

1. Situated at the junction of Western and Eastern Europe, Montenegro provides access to regional markets and facilitates the establishment of trade connections with Africa and Asian countries.
2. The Montenegrin government has implemented policies aimed at attracting foreign investment, including an attractive tax regime and various incentives.
3. The corporate tax rate ranges from 9% to 15%, which is significantly lower than many other European countries. Additionally, various tax incentives are available to investors.
4. Under Montenegrin law, local and foreign entrepreneurs are treated equally. Foreign investors are permitted to invest in any field of activity and freely transfer financial and other assets, including profits and dividends.

Legal framework for financial activities in Montenegro

Several legislative acts govern the registration and operation of financial companies in Montenegro. These laws mark the Central Bank's powers; outline the procedures for establishing financial companies that provide payment services; regulate the activities of insurance and reinsurance companies; cover a range of activities carried out by financial enterprises etc.

Registration for financial companies in Montenegro is a multi-stage process that involves the following steps: incorporation of a legal entity; registration with the relevant authority responsible for state financial regulation and supervision in the financial services market.

Obtaining all required licences to carry out specific types of financial activities. A financial company licence in Montenegro is the primary document authorising the legal implementation of financial transactions.

Montenegro's stable economy, strategic location, and favourable investment environment make it an attractive destination for entrepreneurs seeking to establish financial companies. By following the prescribed legal requirements and licensing procedures, investors can successfully navigate the process of registering a financial company in Montenegro and take advantage of the numerous opportunities this jurisdiction offers.

Registering a financial business in Montenegro

Establishing a financial entity in Montenegro necessitates adherence to the regulatory framework outlined in the Company Law, ensuring compliance with registration procedures stipulated by the Trade Register. Notably, for ventures in the financial realm within Montenegro, the predominant legal structures favoured include the LLC (DOO) and the JSC (AD). The latter, specifically, emerges as an optimal choice for instituting banking institutions, while consistency in organisational and legal form is recommended for entities engaged in insurance and reinsurance.

Navigating the registration process for financial endeavours in Montenegro turns out to be an intricate undertaking. Herein lies the significance of legal expertise, with seasoned practitioners playing a pivotal role in facilitating successful navigation through this procedural labyrinth. Specialists proficient in this domain offer comprehensive assistance in the registration of financial enterprises in Montenegro, addressing pertinent matters such as corporate relocation and securing residence permits within the jurisdiction.

Varieties of financial licences in Montenegro

Diverse licences are attainable for financial enterprises operating within Montenegro, including licences for

• Banking: authorising the provision of banking services encompassing deposit acceptance, loan disbursal, and issuance of bank guarantees.
• Financial intermediary activities: endowing entities with the prerogative to conduct intermediary roles in the financial sphere, spanning brokerage functions, dealer activities, and securities agency services.
• Insurance business: permitting companies to engage in insurance undertakings across various sectors, such as automotive, healthcare, and real estate insurance.
• Asset management: conferencing the legal mandate to oversee client assets and allocate funds across an array of investment products and strategies.

Crypto licensing in Montenegro

Fintech enterprises in Montenegro operate under stringent regulatory oversight while receiving governmental backing. Domestic legislation aligns with EU directives, with the forthcoming implementation of the MiCA Regulation slated to standardise cryptocurrency operations across EU member states.

Under the MiCA Regulation, cryptocurrency exchanges in Montenegro may be licensed for diverse activities, including:

Future licensing requisites for cryptocurrency enterprises in Montenegro encompass physical office establishment, bank account opening within the jurisdiction, and compliance with KYC protocols for client data disclosure, underpinning the necessity for meticulous groundwork to attain regulatory approval.

Taxation of cryptocurrency income in Montenegro adheres to conventional tax principles, with income generated from cryptocurrency transactions subject to declaration on annual tax returns. Notably, cryptocurrency transactions remain exempt from VAT within Montenegro's fiscal regime.

For entrepreneurs contemplating registration of crypto enterprises in Montenegro, the Central Bank's CBCG FinTech Hub emerges as a valuable resource, offering support to entities pioneering innovative FinTech solutions.

Registration of a company for crypto-related activities in Montenegro entails rigorous procedures, underscoring the wisdom of engaging adept specialists boasting expertise in navigating Montenegro's financial licensing landscape.

Licence for payment company

The Montenegrin government tirelessly harmonizes local legislation with European e-money directives, integrating them into the national legal framework. This legislative evolution encompasses compliance with numerous European Directives which delineate regulations governing electronic money, electronic payments, and commercial services conducted via electronic means.

Prospective entities aiming to register a payment company in Montenegro and subsequently secure an EMI licence must bear in mind that such endeavours necessitate a min. initial capital investment of EUR 350K. Similarly, securing a PI licence mandates capital contributions ranging from EUR 20K to EUR 125K, contingent upon the nature of the envisaged payment services.

The regulatory ambit encompasses various payment services, including:

• Crediting funds to payment accounts and requisite account maintenance operations.
• Withdrawing cash from payment accounts alongside necessary account upkeep.
• Ancillary services encompassing foreign exchange transactions, data storage, and processing.

The issuance of electronic money is governed by an agreement forged between the issuer and the electronic money holder. Beyond electronic money issuance, EMI-licensed entities in Montenegro are empowered to furnish operational and ancillary support services pertinent to electronic money issuance.

Opening an insurance company in Montenegro

Initiating an insurance enterprise in Montenegro entails engaging in two distinct spheres: life insurance and non-life insurance, with the selection limited to one type of activity per company.

Within the insurance sector of Montenegro, the following categories of entities can be established:

• Insurance agencies
• Insurance brokerage services
• Reinsurance companies

Capital requirements for insurers in Montenegro:

• Companies offering non-life insurance must possess a min. authorized capital of €2 million.
• Entities specializing in life insurance necessitate an authorized capital of at least €3 million.
• Reinsurance companies must furnish an authorized capital of no less than €3 million.

Prospective entrepreneurs must consider that licensed financial entities aspiring to operate not only within the national purview but also at the EU level, must meticulously adhere to extant directives, AML/KYC protocols, and GDPR regulations. Prospective applicants liaising with the licensing department of the National Bank must furnish:

• A comprehensive array of legal entity documentation, inclusive of extracts from national registries, the Articles of Association, and other pertinent records.
• Elucidation of the operational scope, business model, data security policies, internal anti-money laundering strategies, and requisite qualifications of proprietors and directors, consonant with EU mandates.
• Competency of managerial personnel within the relevant domain.
• Affirmation of GDPR compliance for processing personal data pertaining to EU residents and adherence to data protection protocols.
• Disclosure of internal audit protocols and other procedural prerequisites.

In summation

A financial company licence ratifies the legality of its operations and underscores the stability and dependability of its functioning. Licensing for financial sector entities in Montenegro spans a broad spectrum of activities, mirroring the nascent developmental phase of the Republic's financial industry, thus presenting avenues for growth and innovation.

Procuring a financial company licence in Montenegro is an intricate process, warranting meticulous attention to detail and time investment. The roster of requisite documentation and conditions may be subject to alterations contingent upon individual circumstances.

The YB Case team of experts stands poised to extend professional guidance and support in securing a licence for financial pursuits in Montenegro. By engaging with us, clients can solicit tailored counsel on financial activity regulation in Montenegro and access additional service offerings.