Law on Business Undertakings

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 1 Pursuant to Article 95 item 3 of the Constitution of Montenegro, I hereby pass Enactment on Promulgating the Law on Business Undertakings I hereby promulgate the Law on Business Undertakings adopted by the 26th Parliament of Montenegro at the Second sitting of the First regular (spring) session in 2020 on 25 June 2020. Number: 01-1286/2 Podgorica, 29 June 2020 The President of Montenegro Milo Đukanović, m.p. Pursuant to Article 82 item 2 and Article 91 paragraph 1 of the Constitution of Montenegro, the 26th Parliament of Montenegro, at the Second sitting of the First regular (spring) session in 2020 on 25 June 2020, adopted the Law on Business Undertakings a.k.a. Law on Companies (Official Gazette of Montenegro, No 65/2020 of 3 July 2020, 146/2021 of 31 December 2021)
PART ONE
BASIC PROVISIONS
Title I
Subject Matter of the Law and Legal Forms of Pursuing Economic Activities Subject Matter
Article 1
This Law governs establishment, registration, management, restructuring, dissolution, and other matters of importance for operation of business undertakings, entrepreneurs and foreign company branches. Legal Forms of Pursuit of Economic Activities
Article 2
(1) Business undertakings shall be legal persons pursuing an economic activity in accordance with the law and so as follows:

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 2
1) General Partnership – GP;
2) Limited Partnership – LP;
3) Joint Stock Company – JSC; and
4) Limited Liability Company – LLC.
(2) The economic activity may also be pursued by:
1) Entrepreneur; and
2) Foreign Company Branch.
Application of the Law
Article 3
This Law shall also be applied to business undertakings established in accordance with special law and other regulations. Public-Interest Company
Article 4
Public-Interest Company shall be a joint stock company (public joint stock company) and a limited liability company (public limited liability company) which is established in accordance with this Law and issues securities and other financial instruments admitted to trading on a regulated market in Montenegro or abroad, at the request of the issuer. Legal Personhood and Legal Capacity of the undertaking
Article 5
(1) A business undertaking shall acquire a legal personality as of the day of registration with the Central Registry of Economic Entities (hereinafter referred to as the CRPS). (2) The administration authority competent for tax collection (hereinafter referred to as the competent registration authority) shall keep the CRPS. (3) The date of registration entered in a certificate of registration shall be deemed to be the date of registration of a business undertaking. (4) A foreign company branch in Montenegro shall not have a legal personality. (5) An undertaking shall have rights and obligations of a natural person, except for the rights and obligations solely natural persons or business undertakings operating under a different legal form may acquire, in accordance with the law. Branch Office and Manner of Acting in Legal Transactions
Article 6
(1) Business undertakings may also pursue their activities through branch offices.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 3 (2) A branch shall be a separate organisational unit of the undertaking without a legal personality, which pursues activity outside of the registered office of the business undertaking. (3) A branch shall act in legal transactions solely in the name and on behalf of the business undertaking it operates within, and may pursue operations only from within the economic activity of that undertaking. (4) In a legal transaction a branch shall act under the business name of the business undertaking of which is a part, and in addition to the business name of the business undertaking, the business name of the branch must contain address of the branch and designation that it is a branch. Creating a Branch
Article 7
(1) A branch shall be created by way of a decision of a competent organ of the business undertaking. (2) The decision referred to in paragraph 1 of this Article must contain:
1) The business name and registered office of the founder undertaking;
2) The business name and address of the branch;
3) Name of persons designated to represent the branch and the undertaking, their
unique identification number and permanent residence, or name, passport number or other identification number and permanent residence for foreign natural persons. (3) Business undertakings creating branches shall be obliged to submit to the CRPS for registration, within 15 days following the day of making a decision on the creation, the following:
1) The decision referred to in paragraph 1 of this Article;
2) The powers of persons referred to in paragraph 2 item 3 of this Article to
represent the undertaking alone or jointly.
Closure of the Branch
Article 8
A branch shall be closed:
1) Based on a decision of the competent organ of the business undertaking;
2) If the business undertaking that created the branch ceases to exist.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 4 Title II Liability for Obligations of the undertaking Liability for Obligations before Registration of the undertaking
Article 9
(1) The founders and persons who assume obligations shall be jointly and severally liable for obligations assumed in the process of establishing an undertaking before its registration. (2) If the business undertaking assumes the obligations referred to in paragraph 1 of this Article after the registration, the founders and persons who assumed such obligations shall be exculpated from liability. Acquiring the undertaking Member Capacity
Article 10
(1) The capacity of a member of general partnership, limited partnership, and limited liability company shall be acquired as of the day of registration of ownership over the participating interest with the CRPS, in accordance with this Law. (2) A natural or legal person shall acquire the capacity of a shareholder as of the day of registration of a share or shares of the undertaking with the Central Clearing and Depository Company (hereinafter referred to as the CKDD), in accordance with the law governing the capital market. (3) The capacity of a member of general partnership, limited partnership, and limited liability company shall cease as of the day of registration of termination of member capacity of the undertaking with the CRPS, in accordance with this Law. (4) The shareholder capacity of a natural or legal person shall be terminated as of the day of deletion of all shares of the undertaking from his holder’s account with the CKDD, in accordance with the law governing the capital market. Liability of the undertaking and Members for Obligations of the undertaking
Article 11
(1) A business undertaking shall be liable for its obligations to the full extent of its assets. (2) Partners in the general partnership and general partners in the limited partnership shall be jointly and severally liable for obligations of the undertaking to the full extent of their assets.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 5 (3) Members of the limited liability company, shareholders of the joint stock company and limited partners in the limited partnership shall not be liable for obligations of the undertaking, unless otherwise stipulated by this Law. Misuse of Legal Personality
Article 12
(1) Where one or more limited partners, members of a limited liability company, or shareholders misuse the circumstance that they are not liable for the obligations of a limited partnership, a limited liability company or a joint stock company, the competent court may determine their joint and several liability for obligations of those undertakings. (2) The misuse referred to in paragraph 1 of this Article shall be deemed to have taken place, if the limited partner, member of the limited liability company, or shareholder:
1) Uses the undertaking to achieve an objective otherwise prohibited;
2) Uses the undertaking or its assets to cause damage to creditors of the
undertaking;
3) Manages or uses assets of the undertaking contrary to the law;
4) Reduces the assets of the undertaking for personal gain or gain of third parties,
although he was aware or should have been aware that the undertaking would not be able to meet its obligations. (3) The creditor of the undertaking referred to in paragraph 2 item 2 of this Article having its claim due may file a lawsuit for collection of the claim with the competent court against the person referred to in paragraph 1 of this Article within six months following the day of becoming aware of the misuse referred to in paragraph 2 of this
Article, but no later than within three years following the day of the misuse.
(4) Filing the lawsuit referred to in paragraph 3 of this Article shall be without prejudice to the right of creditors to collect claims in a different manner, in accordance with the law. (5) In the event that the claim of the creditor referred to in paragraph 3 of this Article has not fallen due at the time of awareness of the misuse being made, the six-month deadline shall commence as of the day of the claim falling due.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 6 Title III Registered Office, Economic Activity and Business Name of the Business undertaking Registered Office
Article 13
(1) A registered office shall be a place in Montenegro of management of the business undertaking’s operations or place where the undertaking permanently pursues its economic activity, established by the instrument of constitution or the articles of association of the undertaking and registered with the CRPS. (2) A business undertaking may have only one registered office. (3) If the management of the business undertaking or the place where the business undertaking permanently pursues its activity are located at a place different from place registered as the registered office of the business undertaking, the registered office shall be deemed to be the place registered with the CRPS, whereby the third parties may also determine the court jurisdiction by the place where the management of the business undertaking is located or the place where the business undertaking permanently pursues its activity. (4) A business undertaking may change the registered office in the manner determined by the instrument of constitution or articles of association of the undertaking. Delivery of and the Address for Mail Receipt
Article 14
(1) Mail delivery for a business undertaking shall be made at the address of the registered office or special address for mail delivery, which is registered in accordance with this Law. (2) A business undertaking must have an address for electronic mail receipt, which is registered with the CRPS. Use of Seal
Article 15
(1) Business undertakings shall not be obliged to use a seal in operations. (2) Business undertakings operating electronically shall be obliged to use an electronic seal.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 7 Economic Activity of an undertaking
Article 16
(1) A predominant economic activity of a business undertaking shall be registered with the CRPS in the process of its establishment. (2) The business undertaking may also pursue other economic activities, in addition to the predominant economic activity, in accordance with law. Business Name of the Business undertaking, Branch, and Entrepreneur
Article 17
(1) Business name of a business undertaking, branch, and entrepreneur shall be the name under which they operate. (2) Business name of a business undertaking, branch, and entrepreneur, as well as all changes thereof shall be recorded with the CRPS. (3) Business name of a business undertaking and business name of a branch may be changed in the manner determined by the instrument of constitution or articles of association of the undertaking, while the business name of an entrepreneur may be changed based on a resolution of the entrepreneur. (4) A business undertaking and an entrepreneur shall be obliged to act in legal transactions under the business name registered with the CRPS, to use it in business letters and other documents sent to third parties and to post it in the business premises. (5) Business name of the business undertaking may also contain a designation of the predominant activity. Content of the Business Name of a Business undertaking and an Entrepreneur
Article 18
(1) Business name of a general partnership must contain designation: “general partnership” or abbreviation “GP”. (2) Business name of a limited partnership must contain designation: “limited partnership” or abbreviation “LP”. (3) Business name of a joint stock company must contain designation: “joint stock company” or abbreviation “JSC”. (4) Business name of a limited liability company must contain designation: “limited liability company” or abbreviation “LLC”.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 8 (5) Business name of a branch must contain full business name of an undertaking it operates within, designation that it is a branch, and address of the branch. (6) Business name of a foreign company branch must contain original business name of a foreign company, designation or abbreviation of the legal form of the business undertaking (“joint stock company” or “JSC”, “limited liability company” or “LLC”, “limited partnership” or “LP”, “general partnership” or “GP”), alternative business name of the foreign company branch if the original business name of the foreign company is used by another undertaking in Montenegro, as well as legal form of organising the foreign company branch (“foreign company branch”, “branch office”, “representative office’). (7) Business name of an entrepreneur must contain designation “entrepreneur”. (8) The designation “in liquidation” shall be added along with the business name of a business undertaking under the liquidation proceedings. Abbreviated Business Name of the Business undertaking
Article 19
(1) In addition to the full business name, a business undertaking may use an abbreviated business name in accordance with the instrument of constitution or articles of association of the undertaking. (2) The abbreviated name referred to in paragraph 1 of this Article must contain designation on the legal form of the undertaking, as well as certain words already contained in the business name. (3) The abbreviated business name shall be registered with the CRPS. (4) A branch may not use an abbreviated business name. Use of Names and Symbols of States and International Organisations
Article 20
(1) A business name of the business undertaking may contain the name “Montenegro”, while logo of the undertaking may contain the coat of arms, flag and other State symbols, in accordance with the law. (2) A business name of the undertaking may contain names, while logo of the undertaking may contain a coat of arms and other symbols of a foreign state or international organisation, only with a prior consent of a competent authority of the state or international organisation that the name or symbols relate to.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 9 Use of a Personal Name
Article 21
(1) A business name of a business undertaking may include name or part of the name of a natural person with his consent in writing, and if such person has deceased, with a consent of his heir. (2) If a business undertaking with its conduct or otherwise discredits honour and reputation of the natural person whose name is included in its business name, such person or his heirs may bring a lawsuit before the competent court requesting deletion of his name from the business name of the undertaking. (3) If the name of the person remained in the business name after the termination of his membership in the business undertaking, upon a lawsuit of that person or his heirs, a competent court shall order removal of his name from the business name of that undertaking. (4) The lawsuit referred to in paragraphs 2 and 3 of this Article may be filed within one year following the day of termination of membership capacity in the business undertaking, or death of member of the undertaking whose name has remained in the business name of that undertaking. Transfer of Business Name of the undertaking
Article 22
(1) The business name of the business undertaking, which is registered with the CRPS, cannot be transferred to another undertaking. (2) Notwithstanding paragraph 1 of this Article, the business name of the undertaking may be transferred to another undertaking in case of merger of undertakings when the business name of the acquired undertaking is transferred to the acquiring undertaking. Protecting the Business Name of an undertaking
Article 23
(1) A business undertaking must not register its business name with the CRPS if:
1) It is contrary to imperative legislation or is offensive to public morality;
2) It is identical or similar to a business name of another business undertaking,
which may result in misidentification of undertaking by participants in legal transactions;
3) It may mislead participants in legal transactions with regards to the legal form
of the business undertaking.
(2) In the event of breach of provisions referred to in paragraph 1 of this Article, an interested party may request from a competent court a change of the business name of the undertaking referred to in paragraph 1 of this Article, by way of a lawsuit.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 10 (3) The lawsuit referred to in paragraph 2 of this Article may be filed within two years following the day of registration of the business name of the business undertaking. (4) Proceedings upon the lawsuit brought by the business undertaking referred to in paragraph 2 of this Article shall be urgent proceedings. (5) If the business undertaking referred to in paragraph 1 of this Article fails to change the business name within 30 days following the day the judgment imposing the change of the business name become final and non-appealable, the competent registration authority shall initiate the proceedings of a court-based liquidation of the undertaking ex officio. Title IV Representation of the undertaking and Procuracy Legal Representatives
Article 24
(1) Legal representatives of the undertaking, in accordance with this Law, shall be:
1) Partners in case of general partnership;
2) General partners in case of limited partnership;
3) Executive director or chairperson of the management board in case of a joint
stock company and limited liability company.
(2) Persons who are legal representatives of an undertaking shall have the obligation to register in accordance with this Law. Other Representatives
Article 25
In addition to legal representatives, representatives of an undertaking, within the meaning of this Law, shall also be persons authorised to represent the undertaking by way of a legal act of competent organ of the undertaking and who are registered with the CRPS. Scope of Powers and Liability of Representatives
Article 26
(1) A person entrusted to perform certain affairs within the economic activity of the undertaking may take all actions and enter into all legal transactions which are customarily performed or occur along with the affairs entrusted to him.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 11 (2) If the power of representation determined by law or by another legal act is not explicitly defined as joint, each representative shall act alone in the name and on behalf of the undertaking. (3) Representative of the business undertaking shall be obliged to represent the undertaking within the limits of powers of representation set by law, instrument of constitution, articles of association or another legal act of the undertaking and shall be liable for damage incurred by breach of powers, in accordance with law. Definition and Main Features of Procuracy
Article 27
(1) Procuracy shall mean the power of attorney by which an undertaking authorises one or several natural persons to enter into legal transactions and take other legal actions in its name and on its behalf. (2) Competent organ of the business undertaking shall grant the procuracy for business undertakings. (3) An entrepreneur shall personally grant the procuracy. (4) A procuracy cannot be granted to a legal person. (5) Unless otherwise provided by an instrument of constitution or articles of association of the undertaking, the procuracy shall be granted by way of a resolution of partners in general partnership, a resolution of general partners in limited partnership, resolution of the general meeting of a limited liability company that does not have a management bodies structure like a joint stock company, or resolution of a board of directors or supervisory board of a joint stock companies and limited liability companies that have a management bodies structure like a joint stock company. (6) The procuracy shall be granted in a form of notarial act and must be registered with the CRPS. (7) The procuracy shall not be transferable to another person. (8) The procurator shall sign in the name and on behalf of the undertaking and shall imprint a designation “procurator” next to his signature. Types of Procuracy
Article 28
(1) A procuracy may be individual or joint.
(2) If the procuracy is granted for two or more persons without an indication that it is a joint procuracy, each procurator shall act independently.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 12 (3) If the procuracy is granted as a joint procuracy, legal transactions entered into or legal actions taken by procurators shall be valid with explicit consent of all procurators. (4) The consent referred to in paragraph 3 of this Article may be issued as prior or subsequent. Powers and Limitation to Powers of a Procurator
Article 29
(1) A procurator may enter into contracts and take all legal actions in the name and on behalf of the undertaking, whereby he cannot perform the following without a special authorisation:
1) Enter into legal transactions and take legal actions in connection with the
acquisition, alienation, or encumbrances of immovable property, or participating interests and shares held by the undertaking in other undertakings;
2) Enter into loan and credit contracts;
3) Assume obligations under bill of exchange and obligations of sureties;
4) Represent an undertaking in administrative and court proceedings, before an
arbitration or mediator;
5) Give power of attorney to other persons.
(2) Limitations of procuracy not explicitly stipulated under this Law shall not have legal effect against third parties, unless registered with the CRPS. Revocation and Cancellation of Procuracy
Article 30
(1) A procuracy may be revoked at any time, regardless of legal transactions for which it was granted. (2) Grantor of the procuracy cannot waive rights to revoke the procuracy or the right to limit it or condition it. (3) A procurator may cancel the procuracy, whereby upon a request of the procuracy grantor delivered in written form, he is obliged to enter into legal transaction and take other legal actions within a period of 30 days following the day of notice of cancellation. (4) Revocation and cancellation of the procuracy shall be issued in written form and registered with the CRPS.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 13 Title V Special Duties to the undertaking Subtitle A Persons having Special Duties to the undertaking and Connected Persons Persons with Special Duties to the undertaking
Article 31
(1) The following shall have the duties of diligence, reporting of personal interest, avoidance of conflict of interest, keeping a trade secret, and complying with prohibition of competition, in accordance with this Law:
1) Partners and general partners;
2) Members of a limited liability company with significant holding in the core
capital of the undertaking or a member of the limited liability company who is a controlling member of the undertaking in accordance with Article 32 of this Law;
3) Shareholders with significant holding in the core capital of the undertaking or a
shareholder who is a controlling member of the undertaking in accordance with
Article 32 of this Law;
4) Executive director, members of the board of directors, members of the
management board, members of the supervisory board, representatives and procurators;
5) Auditor;
6) Liquidation administrator.
(2) An instrument of constitution or articles of association may also define other persons with special duties to the undertaking. Connected Persons
Article 32
(1) A connected person, within the meaning of this Law, with respect to specific natural person, shall be deemed to be:
1) His relative in lineal blood kinship, relative up to a third-degree of a collateral
blood kinship, spouse from statutory marriage and a domestic partnership of those persons;
2) His spouse from a statutory marriage or a domestic partnership and their
relatives up to the first degree of blood kinship;
3) His adoptive parent or adoptee, as well as descendants of adoptees;
4) Other persons living with such persons in a joint household.
(2) A connected person, within the meaning of this Law, with respect to specific legal person, shall be deemed to be:
1) Legal person in which that person has significant holding in the core capital;
2) Legal person (subsidiary undertaking) in which such legal person is a
controlling member (parent undertaking);

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 14
3) Legal person which together which such legal person is controlled by a third
party;
4) Person which in such legal person has significant holding in the core capital;
5) Person who is a controlling member of such legal person;
6) Person who is its executive director, member of the board of directors, member
of the management board or member of the supervisory board.
(3) Significant holding in the core capital shall exist if a single person, alone or acting in concert with other persons, holds more than 20 percent of voting rights in the undertaking. (4) Majority holding in the core capital shall exist if a single person, alone or acting in concert with other persons, holds more than 50 percent of voting rights in the undertaking. (5) Control, within the meaning of paragraph 2 of this Article, shall mean a right or possibility of a single person, alone or acting in concert with other persons, to exercise a decisive influence on operation of another person through a holding in the core capital, a contract or right to appoint majority of members of the board of directors or majority of members of the supervisory board. (6) A person shall be deemed to be the controlling member of the undertaking whenever such person alone or with connected persons owns majority holding in the core capital of the undertaking. (7) Acting in concert shall exist when two or more persons, based on an agreement, use voting rights in a certain legal person or take other actions in order to exercise influence in concert on management or operation of such person. Subtitle B Duty of Diligence Concept of Duty of Diligence
Article 33
(1) In carrying out their obligations, executive director, members of the board of directors, members of the management board, members of the supervisory board, representatives, procurators, auditor and liquidation administrator shall be obliged to act conscientiously and with diligence of prudent businessperson, or in interest of the entire undertaking. (2) Diligence of prudent businessperson shall be deemed to be an increased degree of diligence, knowledge, skills, and experience required for pursuit of tasks within one’s duties in the undertaking. (3) If in addition to knowledge, skills, and experience referred to in paragraph 2 of this
Article, the person referred to in Article 31, paragraph 1, items 4, 5 and 6 of this Law
has additional specific knowledge, skills or experience, they shall be taken into

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 15 account for the purpose of evaluating the level of diligence a person should demonstrate (diligence of prudent expert). Lawsuit for Breach of Duty of Diligence
Article 34
An undertaking may bring a lawsuit for damage compensation caused to the undertaking by breach of duty of diligence against persons referred to in Article 31, paragraph 1 items 4, 5, and 6 of this Law. Business Judgment Rule
Article 35
The person referred to in Article 31, paragraph 1 items 4, 5, and 6 of this Law who acted conscientiously and with diligence of prudent businessperson or diligence of prudent expert and with reasonable belief that he acts in the interest of the undertaking shall not be liable for the damage incurred as a result of his business decisions. Subtitle C Duty to Report Personal Interest Manner of Reporting Personal Interest
Article 36
(1) The person referred to in Article 31 of this Law shall be obliged to notify partners, general partners, members of the limited liability company, board of directors, or the supervisory board on existence of personal interest or interest with his connected persons in legal transaction the undertaking is entering into or legal action the undertaking is taking. (2) The personal interest referred to in Article 31 of this Law shall exist in the event of:
1) entering into a legal transaction between an undertaking and such person or his
connected person;
2) taking legal actions (taking actions in judicial and other proceedings, waiver of
rights and other) taken by an undertaking against such person or against his connected person;
3) entering into a legal transaction between an undertaking and a third party, or
taking a legal action by an undertaking in relation to a third party, if such third party has a financial relationship with such person or his connected person and if it can be expected that the existence of such relationship affects his actions. (3) The financial relationship referred to in paragraph 2 item 3 of this Article shall be debtor-creditor, as well as other relationships where a connection of economic interests among persons could be determined.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 16 Authorising Legal Transaction in Case of a Personal Interest
Article 37
(1) Entering into a legal transaction and taking legal actions referred to in Article 36 paragraph 2 of this Law may be authorised in the case of:
1) General partnership or limited partnership, by majority of votes of all partners
or general partners who are without a personal interest;
2) Limited liability company, by simple majority of votes of present members of
the general meeting of the company, who are without a personal interest;
3) Limited liability company having structure of bodies of a joint stock company,
by majority of votes of all members of the board of directors or supervisory board, who are without a personal interest;
4) Joint stock company, by majority of votes of all members of the board of
directors (in case of joint stock companies with one-tier governance system), or supervisory board (in case of joint stock companies with two-tier governance system), who are without a personal interest. (2) In cases referred to in paragraph 1 items 3 and 4 of this Article, if all members of the board of directors or supervisory board have a personal interest or the number of members without a personal interest is insufficient to achieve a quorum for work or due to equal split of votes between members of these organs who are without a personal interest and when the chairperson of the board of directors or supervisory board is absent or without the voting right, a resolution on authorising entering into a legal transaction shall be adopted by the general meeting of the limited liability company or general shareholders meeting, by majority of votes of present members at the general meeting without a personal interest. (3) An instrument of constitution or articles of association may stipulate that the authorisation referred to in paragraph 1 items 3 and 4 of this Article shall be granted solely by the general meeting of the undertaking. (4) In the event that the board of directors or supervisory board authorises entering into a legal transaction in accordance with paragraph 1 items 3 and 4 of this Article, the board of directors or the supervisory board shall be obliged to inform the general meeting of the undertaking on the details of the issued authorisation at the first subsequent session, as a separate item of the agenda. (5) The authorisation referred to in paragraph 1 of this Article shall not be required in the case of:
1) Existence of personal interest of a sole member of the undertaking or all
members of the undertaking;
2) Subscription or purchase of participating interests or shares based on pre￾emptive right to subscribe shares or pre-emptive right to purchase shares of
members of the undertaking;
3) Acquisition of own participating interests or shares by the undertaking, if such
acquisition is performed in accordance with this Law.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 17 Lawsuit for Breach of Rules on Authorising Actions in Events of Presence of Personal Interest
Article 38
(1) If the persons referred to in Article 31 of this Law have not requested an authorisation in accordance with Article 37 of this Law or at the time of submitting the request for granting the authorisation failed to state all facts of importance for rendering a decision, the undertaking may file a lawsuit with the competent court for annulment of entered legal transactions or taken legal actions in the event of presence of personal interest and for damage compensation by such persons. (2) In the event referred to in paragraph 1 of this Article, in addition to the persons referred to in Article 31 of this Law, the connected persons referred to in Article 36 paragraph 2 items 1 and 2 of this Law shall also be jointly and severally liable for damage incurred by the undertaking, as well as the third person referred to in
Article 36 paragraph 2 item 3 of this Law, if he was or or should have been aware of
the existence of personal interest at the time of entering into a legal transaction or taking legal action. Exemption from Breach of Rules on Authorising Actions in Events of Presence of Personal Interest
Article 39
It shall be deemed that no breach of rules on authorising legal transactions and actions with presence of personal interest occurred if it is established in a proceeding pursuant to the lawsuit referred to in Article 38 of this Law that the legal transactions entered into or legal actions taken were in the interest of the undertaking, or if persons referred to in
Article 31 of this Law prove they were not aware nor should have been aware of entering
into the legal transaction or taking legal actions with presence of personal interest, the presence of which is subject of a [petitioner’s] claim. Subtitle D Duty to Avoid Conflict of Interest Breach of Conflict of Interest
Article 40
(1) The persons referred to in Article 31 of this Law and experts referred to in Article 125 of this Law cannot for the their own interest or interest of their connected persons:
1) Use assets of the undertaking;
2) Use information they obtained in such capacity that are not publically available;
3) Use opportunities to enter into transactions arising for the undertaking.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 18 (2) A conflict of interest shall exist also in events when the undertaking was not able to use the assets, information or to enter in transactions referred to in paragraph 1 of this Article. (3) Provision of paragraph 1 item 1 of this Article shall not apply to an auditor of the undertaking and experts referred to in Article 125 of this Law. Lawsuit for Breach related to Conflict of Interest
Article 41
(1) An undertaking may bring a lawsuit before the competent court against the persons referred to in Article 31 of this Law and the expert referred to in Article 125 of this Law for breach of duty to avoid conflict of interest referred to in Article 40 of this Law, as well as against his connected persons referred to in Article 32 paragraphs 1 and 2 of this Law. (2) The lawsuit referred to in paragraph 1 of this Article may request:
1) Damage compensation;
2) Transfer to the undertaking of benefits such person or connected person
generated as a consequence of breach of duty.
Exception from Breach of Duty to Avoid Conflict of Interest
Article 42
The persons referred to in Article 31 and the expert referred to in Article 125 of this Law shall not breach the duty to avoid conflict of interest if they obtain prior or subsequent authorisation in accordance with Article 37 of this Law, unless it is established that all the facts of importance for rendering a decision were not presented at the time of submitting a request for granting the authorisation Subtitle E Duty to Keep a Trade Secret Keeping Trade Secret
Article 43
(1) Persons referred to in Article 31 of this Law, other persons employed with the undertaking, and the expert referred to in Article 125 of this Law shall be obliged to keep trade secret of the undertaking. (2) The persons referred to in paragraph 1 of this Article shall be obliged to keep trade secret even after termination of performance of tasks, for a period of two years following the day of termination, whereby the instrument of constitution, article of association, a resolution of the undertaking or a contract entered into with such persons may extend this period, but for a maximum of five years.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 19 (3) Notwithstanding paragraph 2 of this Article, the expert referred to in Article 125 of this Law shall be obliged to keep a trade secret for indefinite period. (4) A trade secret shall be a data or a set of data not entirely or partially generally known or available to persons from the circles normally working with such kind of data, which have economic value because they are not generally known and are subject to appropriate secrecy protection measures based on which the undertaking that owns them lawfully ensures their secrecy. (5) A trade secret shall also be data identified as a trade secret by way of a law and other regulation. Exceptions from the Duty to Keep Trade Secret
Article 44
Disclosure of data referred to in Article 43 of this Law shall not be deemed as breach of trade secret if the disclosure of data is:
1) Obligation set by law or decision of a competent state authority;
2) Necessary to protect interest of the undertaking;
3) Made in order to notify public on perpetration of an act punishable by law.
Lawsuit for Breach of Duty to Keep Trade Secret
Article 45
(1) An undertaking may bring a lawsuit with the competent court against the persons referred to in Article 31 of this Law, other persons employed with the undertaking and the expert referred to in Article 125 of this Law for breach of duty to keep a trade secret. (2) The lawsuit referred to in paragraph 1 of this Article may request:
1) Compensation of damage incurred by breach of duty to keep a trade secret;
2) Removal of the person referred to in paragraph 1 of this Article from the
undertaking, if such person is a member of the undertaking.
(3) The undertaking shall be obliged to provide full protection to a person who, acting conscientiously and in good faith, indicates to competent authorities to presence of information referred to in Article 44 paragraph 1 item 3 of this Law.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 20 Subtitle F Duty to Comply with Prohibition of Competition Prohibition of Competition (non-compete)
Article 46
(1) The person referred to in Article 31, paragraph 1, items 1 to 4 of this Law, except a member of a limited liability company and member of a joint stock company having significant holding in the core capital, cannot without a prior obtained authorisation in accordance with Article 37 of this Law:
1) Have a personhood/capacity of persons referred to in Article 31 paragraph 1
items 1 to 4 of this Law in another undertaking having the same or similar scope of operation (competing undertaking);
2) Be an entrepreneur or foreman employed with the entrepreneur having the
same or similar scope of operation;
3) Be employed with a competing undertaking;
4) Be otherwise engaged with a competing undertaking;
5) Be a member or founder of another legal person having the same or similar
scope of operation.
(2) An instrument of constitution or articles of association may:
1) extend the prohibition referred to in paragraph 1 of this Article also to other
persons, whereby it must not impinge acquired rights of such persons;
2) stipulate that the prohibition referred to in paragraph 1 of this Article shall be
in effect even after termination of the capacity referred to in Article 31 paragraph 1 items 1 to 4 of this Law, but not exceeding two years;
3) determine affairs, manner or place of their pursuit that do not represent a
breach of duty to comply with prohibition of competition.
(3) The prohibition referred to in paragraph 1 of this Article shall not apply to a sole member of the undertaking. Lawsuit for Breach of Rule on Prohibition of Competition
Article 47
An undertaking may bring a lawsuit against the persons having duty to comply with prohibition of competition referred to in Article 46 of this Law for breach of duty to comply with rule on prohibition of competition for
1) Damage compensation;
2) Transfer to the undertaking of benefits such person generated as a consequence
of that breach;
3) Removal of the person as a member of the undertaking, if such person is a
member of the undertaking.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 21 Subtitle G Filing a Lawsuit for Breach of Special Duties Deadlines for Filing Lawsuits
Article 48
The lawsuits referred to in Article 34, 38, 41, 45 and 47 of this Law may be filed within six months following the day of awareness of breach being made, but no later than within five years following the day of breach being made. Waiving Rights
Article 49
An undertaking may waive rights to bring all or some of the lawsuits referred to in Articles 34, 38, 41, 45, and 47 of this Law against the members of the board of directors, supervisory board, management board and executive director only after lapse of the period of 18 months following the day of a committed breach, and based on unanimous resolution by the general meeting, or members of the undertaking. Direct-action Lawsuit
Article 50
(1) A member of the undertaking may bring a lawsuit against the person referred to in
Article 31 of this Law for compensation of damage caused to him by such person by
breach of special duties to the undertaking (individual direct-action lawsuit) within six months following the day of becoming aware of the breach and no later than within three years following the day the breach was committed. (2) In the event referred to in paragraph 1 of this Article, it shall be deemed that the plaintiff represents all members of the undertaking whose interests were jeopardised in the same manner and not only his own (direct class-action lawsuit). (3) In the event referred to in paragraph 2 of this Article, the court shall allow other members of the undertaking whose interests are jeopardised to join the lawsuit as intervenors on the side of the plaintiff. (4) In the event that the ruling supports/adopts the claim referred to in paragraph 1 of this Article, the competent court may also annul the resolution of organs of the undertaking which caused the damage determined by the ruling, taking into account protection of interest of conscientious third parties. Derivative Lawsuit
Article 51
(1) Every member of a joint stock or limited liability company, regardless whether reasons for brining a lawsuit occurred prior or after acquiring the capacity of

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 22 member of the undertaking, may bring a lawsuit referred to in Article 34, 38, 41, 45, and 47 of this Law for compensation of damage caused to the undertaking in his name and on behalf of the undertaking (derivative lawsuit), if before bringing the derivative lawsuit he requested in writing from the undertaking to bring the lawsuit on the same grounds (prior request), but the request was rejected or it was not acted upon within 30 days following the day the request is submitted. (2) Notwithstanding paragraph 1 of this Article, any member of the parent undertaking has the right to bring a lawsuit in his name and on behalf of the subsidiary undertaking (derivative lawsuit for the subsidiary undertaking), if:
1) The parent undertaking holds at least 90 percent of the core capital of the
subsidiary undertaking;
2) Before bringing a derivative lawsuit he requested in writing from the parent
undertaking to bring derivative lawsuit on the same grounds (prior request to parent undertaking), or from the subsidiary undertaking to bring a lawsuit against persons liable for damage (prior request to the subsidiary undertaking), and both requests were rejected or were not acted upon within 30 days following the day of their submission;
3) A subsidiary undertaking is a joint stock company or limited liability company.
(3) In the event that undertakings referred to in paragraphs 1 and 2 of this Article bring lawsuit upon a prior request, the court shall allow to the petitioner of a prior request to join the lawsuit as an intervenor on the side of the plaintiff. (4) Petitioners of a prior request may bring a lawsuit referred to in paragraphs 1 and 2 of this Article, if by the filing time of the prior request a period exceeding six months has not lapsed since the day of becoming aware of the breach committed, or if a period exceeding three years has not lapsed by the filing time of the prior request since the day the breach was committed. (5) In the event that the claim referred to in paragraphs 1 or 2 of this Article is accepted, the competent court may annul the resolution of an organ of the undertaking that caused the damage, taking into account protection of interests of conscientious third parties. Title VI Assets and Capital of the undertaking Assets and Net Assets of the undertaking
Article 52
(1) Assets of the undertaking shall consist of ownership rights and other property rights that represent contributions of its members and assets the undertaking acquired through operation. (2) Net assets (capital) of the undertaking, within the meaning of this Law, shall be a difference between the value of assets and liabilities of the undertaking.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 23 Core Capital of the undertaking
Article 53
(1) Core capital of an undertaking shall be the pecuniary value of all contributions by members in the undertaking subscribed and registered in accordance with this Law. (2) Core capital of the undertaking shall be divided into participating interests or shares of defined nominal value. Types of Contribution
Article 54
(1) Contributions in the undertaking may be monetary and non-monetary. (2) Non-monetary contributions may be only in goods and rights, unless otherwise regulated by law. Obligation to Pay or Bring Contributions
Article 55
(1) Shareholders or members of a limited liability company and limited partners must bring a contribution into the undertaking before the shares are subscribed to shareholders, or before the participating interests are registered to their owners, in accordance with this Law (2) Contributions of partners and general partners may be paid in or brought into an undertaking within a deadline set by the instrument of constitution or the decision on making subsequent contributions, whereby such deadline cannot exceed two years following the day of adoption of the instrument of constitution or decision on making subsequent contributions. (3) Persons referred to in paragraph 2 of this Article who have undertaken the obligation by way of the instrument of constitution or otherwise to pay or bring into the undertaking a certain contribution shall be liable to the undertaking for damage caused in the event of delay in fulfilling their obligations in accordance with law. Prohibition to Recover Contribution
Article 56
(1) Members of the undertaking may not recover paid or brought in contributions, nor may they be paid interest on their contributions made to the undertaking.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 24 (2) Payout in case of acquiring own participating interests or shares, as well as other payments to members of the undertaking being made in accordance with this Law shall not be deemed to be the recovery of contributions to members of the undertaking. Manner of Determining Value of Non-monetary Contributions
Article 57
(1) Value of non-monetary contribution shall be determined by:
1) Agreement of all members of the undertaking;
2) Appraisal, in accordance with Articles 58, 59, and 60 of this Law.
(2) Value of non-monetary contribution in a joint stock company, limited liability company and limited partnership with respect to limited partners, shall be determined solely by appraisal which is done in accordance with paragraph 1 item 2 of this Article. Appraisal of Value of Non-monetary Contribution
Article 58
(1) Authorised appraisers who meet requirements set by the law governing accounting shall appraise non-monetary contribution. (2) Appraisal shall be done before the undertaking accepts the non-monetary contribution. (3) A decision of the undertaking to accept a non-monetary contribution shall determine:
1) Number and nominal value or book value of shares being issued for that
contribution, name of the person making the contribution and type of assets being contributed, in the case of a joint stock company;
2) Nominal value of the contribution, name of the person making the contribution
and type of assets being contributed, in the case of limited liability company, limited or general partnership. Content of the Report on Appraisal of Non-monetary Contribution
Article 59
The report on appraisal of non-monetary contribution shall contain:
1) Name or business name of the asset owner;
2) Description of each part of asset being appraised;
3) Description of the appraisal method used;
4) A statement whether the value of assets proposed in the report corresponds to
number and nominal value of shares being acquired in the joint stock company or book value of shares without the nominal value, plus a premium paid for such

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 25 shares if any, or the nominal value of the participating interest being acquired in the limited liability company, limited or general partnership. Disclosing the Report on Appraisal of Non-monetary Contributions and Registration of Participating Interests
Article 60
(1) The report of an authorised appraiser and the decision of the undertaking on accepting the non-monetary contribution shall be submitted to the CRPS for registration within seven days following the day of receipt of the decision of the Capital Markets Commission on recording the issue of shares resulting from the non-monetary contribution for the joint stock company or minutes on bringing in a non-monetary contribution in the limited liability company, limited or general partnership. (2) If a partner or general partner is provided with an additional deadline to bring in the contribution in the undertaking, the acquisition of the participating interest in the undertaking shall be registered with the CRPS based on the memorandum of association or decision to bring in subsequent contributions. (3) The minutes referred to in paragraph 1 of this Article shall be signed by a person who brought in the non-monetary contribution and by an authorised representative of the undertaking. (4) The competent registration authority shall submit the decision on accepting non￾monetary contribution to the Official Gazette of Montenegro for publication within two working days following the day of the registration referred to in paragraph 1 of this Article.
Part Two
Entrepreneur
Definition of the Entrepreneur
Article 61
An entrepreneur shall be a natural person who pursues an economic activity and who is not pursuing that activity on behalf of another person. Registration of the Entrepreneur
Article 62
(1) A natural person shall acquire a status of an entrepreneur by way of registration with the CRPS. (2) The entrepreneur shall not have a legal personality.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 26 (3) The registration application referred to in paragraph 1 of this Article shall contain data on the business name, registered office, and predominant economic activity of the entrepreneur, name of the entrepreneur and of the foreman if one is appointed, date and place of their birth, unique identification number, permanent or temporary residence, and other data of importance for notifying participants in legal transactions. (4) Provisions of Articles 13 to 23 of this Law shall apply mutatis mutandis with respect to the business name, registered office, and predominant economic activity of the entrepreneur. Foreman
Article 63
(1) An entrepreneur may give charge of operation to another natural persons with legal capacity (hereinafter referred to as the foreman), who is not convicted of criminal offences: against labour rights, against intellectual property, against payment operations and business operations, against property and against official duty and who has not been subject of a safety injunction measure barring him from pursuing economic activities of an entrepreneur. (2) A foreman shall be registered with the CRPS and shall acquire the status of a representative of the entrepreneur as of the day of registration. (3) A foreman must be employed with the entrepreneur. Liability of the Entrepreneur
Article 64
An entrepreneur shall be liable for all obligations incurred in connection with the pursuit of economic activity to the full extent of his assets. Termination of the Entrepreneur Status
Article 65
(1) The entrepreneur status shall terminate with termination of pursuit of the economic activity and in the following cases:
1) upon death or permanent loss of legal capacity;
2) if fails to obtain a license for pursuit of the economic activity;
3) if registration of the entrepreneur was determined to be null and void by final
and non-appealable ruling;
4) if an injunction from pursuing an activity is imposed on him by a final and non￾appealable ruling;
5) in other cases stipulated by law.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 27 (2) An entrepreneur who ceased to pursue an economic activity shall submit an application for termination of the economic activity to the competent registration authority for striking off the CRPS.
Part Three
General Partnership
Title I
Establishing and Registering General Partnership General Partnership and Partners
Article 66
(1) General partnership shall be a business undertaking established by two or more partners, for the purpose of pursuit of an economic activity under a joint business name. (2) A partner may be a natural or legal person. Instrument of constitution
Article 67
(1) Partners entering into an agreement in a written form shall establish a general partnership. (2) Signatures of partners on the memorandum of association of the general partnership must be authenticated in accordance with law. (3) The memorandum of association of the general partnership shall contain:
1) Name, unique identification number and permanent residence of the founders
for a domestic natural persons, or name, passport number or other identification number, permanent residence of the founders who is a foreign natural person, or business name, unique registration number and registered office of the founder that is a domestic legal person, or business name, registration number or other identification number and registered office of the founder that is a foreign legal person;
2) Business name and registered office of the undertaking;
3) Predominant activity of the undertaking;
4) Type and value of contributions of each partner;
5) Period for which the undertaking is established, unless is established for an
unlimited period;
6) Other provisions of importance for the undertaking and partners.
(4) Amendments and supplements to the memorandum of association of the undertaking shall be made by unanimous resolution of all partners of the undertaking, unless otherwise determined in the memorandum of association.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 28 Registration of the General Partnership
Article 68
(1) Registration of the general partnership with the CRPS shall be carried out based on the registration application accompanied with a memorandum of association of the general partnership. (2) The following shall accompany the application referred to in paragraph 1 of this
Article:
1) Proof of identity of each founder, which need not be authenticated;
2) Names of representatives of the undertaking and his or their signature
authenticated in accordance with law;
3) Address for receipt of electronic mail;
4) Address for receipt of mail, if any.
Title II
Contributions to the General Partnership and Participating Interests of Partners Contribution and Participating Interest
Article 69
(1) Partners shall bring to the undertaking equal contributions, unless otherwise provided by the instrument of constitution. (2) Contribution of partners in the general partnership may be in money, assets and rights, as well as in labour or services, rendered or need to be rendered. (3) Partners shall determine the value of non-monetary contribution in money by way of agreement, unless otherwise determined in the memorandum of association. (4) Partners shall acquire participating interests in the undertaking in proportion to their contributions in the undertaking, unless partners agree otherwise. Consequences of Delay
Article 70
(1) A partner who fails to pay the monetary contribution within the agreed deadline or who fails to transfer in timely manner to the undertaking money received for the undertaking or unjustifiably takes for himself money of the undertaking or is late in bringing in other contributions, shall be obliged to pay statutory default interest, unless a higher interest rate is contracted in the memorandum of association, from the day when he had to pay or bring in the contribution , or transfer money or took the money unjustifiably.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 29 (2) Provision of paragraph 1 of this Article shall not preclude the right of the general partnership to claim compensation of other damages. Transfer of Participating Interests
Article 71
(1) A partner’s participating interest may be transferred to another natural or legal person based on a contract entered into in writing between the partner transferring the participating interest and a person being transferred to, with consent of all partners, unless otherwise stipulated in the memorandum of association. (2) Signatures affixed to the contract referred to in paragraph 1 of this Article must be authenticated in accordance with law. (3) Transfer of participating interests between partners shall be free, unless otherwise stipulated in the memorandum of association. (4) Participating interest transferred to another person shall be acquired as of the day of registration of the transfer with the CRPS. Liability in case of Transfer of Participating Interests and other Forms of Joining the General Partnership
Article 72
(1) Person to whom the participating interest of a partner was transferred or who joined the general partnership in a different manner after its establishment shall be liable for obligations of the undertaking regardless of when they incurred. (2) Partner who leaves the general partnership shall be liable for obligations of the undertaking that incurred before leaving the undertaking. (3) Partner who leaves the undertaking may be exculpated from the incurred obligations based on a written agreement entered into with other partners and creditors. (4) Provisions of paragraphs 2 and 3 of this Article shall also apply in the event referred to in Article 89 of this Law.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 30 Title III Managing Operations of the General Partnership Right of Partners to Manage Operations of the undertaking
Article 73
(1) Each of the partners may manage operations of the general partnership. (2) If the memorandum of association or written agreement of all partners stipulates that one or more partners are authorised to manage operations, other partner cannot manage operations. (3) Managing operations referred to in paragraph 2 of this Article shall encompass all actions taken in regular operations of the undertaking. (4) Consent of all partners shall be required for taking actions outside of scope of regular operations of the undertaking. (5) Consent of all partners who are authorised to manage operations shall be required for the transfer of authorisation to manage operations, if there is no danger of delaying pursuit of operations. (6) Each partner authorised to manage operations may withhold the authorisation referred to in paragraph 5 of this Article. Manner of Managing Operations
Article 74
(1) Each partner shall be authorised to manage independently operations of the undertaking. (2) If one of the partners who is authorised to manage operations of the undertaking disagrees with taking certain actions, such action cannot be taken unless failure to take action due to unavailability of other partners authorised to manage operations of the undertaking could cause a damage for the undertaking, Cancelling Authorisation for Managing Operations
Article 75
(1) A partner with authorisation to manage operations may cancel authorisation given to him if there are justified reasons to do so. (2) In the event referred to in paragraph 1 of this Article, the partner shall notify in writing all other partners in the undertaking on the intent to cancel the authorisation for managing operations.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 31 (3) If the partner cancels the authorisation for managing operations contrary to paragraphs 1 and 2 of this Article, he shall be obliged to compensate caused damage. Right to Reimbursement of Expenses
Article 76
A partner shall be entitled to reimbursement from the undertaking of all expenses connected with managing operations of the undertaking. Distribution of Profit
Article 77
Unless otherwise agreed by the memorandum of association of the general partnership or written agreement of partners, each partner shall have equal participation in the distribution of profit or loss coverage of the undertaking. Right to be Informed
Article 78
(1) A partner authorised to manage operations of the undertaking shall be obliged to provide information on all matters relating to the operation of the general partnership and his work, at the request of other partners. (2) Each partner shall be entitled to access business records and other documents of the undertaking, as well as to copy those documents at his own expense. (3) If a partner is not permitted to access business records referred to in paragraph 2 of this Article within eight days following the day of submitting a request, a partner may request for the court to order to the undertaking to act in line with his request in an extra judicial proceedings. (4) The proceedings referred to in paragraph 3 of this Article shall be urgent and the court shall be obliged to render a decision within eight days following the day of receiving the request. Decision-making of Partners in the undertaking
Article 79
(1) Partners shall render decisions unanimously, unless otherwise stipulated by the memorandum of association. (2) A decision on restructuring of the undertaking, a decision on accepting new partners in the undertaking and decisions on other matters no pertaining to regular operation of the undertaking shall be rendered unanimously.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 32 (3) Provisions of the memorandum of association of the general partnership contrary to paragraph 2 of this Article shall be null and void. Registration of Changes
Article 80
A general partnership shall be obliged to submit to the CRPS data on occurred changes in the undertaking, within seven days following the day the change has occurred, and which pertain to:
1) Business name of the undertaking;
2) Registered office of the undertaking;
3) Predominant activity of the undertaking;
4) Duration of the undertaking;
5) Existing structure of members of the undertaking or data about them;
6) Method of profit distribution, if stipulated by the instrument of constitution;
7) Type and value of contributions of partners;
8) Participating interest of partners in the undertaking;
9) Amount of capital of the undertaking;
10)Address for receipt of electronic mail;
11)Address for receipt of mail, if any;
12)Other data from the memorandum of association of the undertaking. Title IV Legal Relations of Partners and undertaking towards Third Parties Representation
Article 81
(1) Each partner shall be a legal representative of the undertaking with power to represent the undertaking independently, unless otherwise stipulated in the memorandum of association. (2) If two or more partners have powers to represent jointly the undertaking, they may authorise one or more partners to represent the undertaking in specific affairs. (3) Declaration of will of third parties made to any of the partners with power to represent jointly the undertaking shall be deemed made to the undertaking. Cancellation of the Power of Representation
Article 82
(1) A partner may cancel the power of representation of the undertaking and shall be obliged, at the request of other partners, to continue to enter into legal transactions and take other legal actions for a period of 30 days following the day of submitting the cancellation to the undertaking, if there is justifiable reason to do so.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 33 (2) In the event referred to in paragraph 1 of this Article, the partner shall notify in writing all other partners in the undertaking on the intent to cancel the power of representation. (3) If the partner cancels the power of representation contrary to paragraphs 1 and 2 of this Article, he shall be obliged to compensate caused damage. Revoking the Power of Representation
Article 83
(1) The power of representation may be revoked by way of a decision of the competent court, pursuant to a lawsuit of one or more partners, if it is established that justifiable reasons to do so exist. (2) The justifiable reasons referred to in paragraph 1 of this Article shall be deemed to be a serious breach of duty to the undertaking or incapacity of a partner to represent the undertaking. Representation of the undertaking in Dispute with Partner with Power of Representation
Article 84
(1) A partner with power of representation cannot issue a power of attorney for representation nor represent the undertaking in a dispute where he is the opposing party. (2) If the undertaking has no other partner with power of representation, all partners jointly shall issue a power of attorney. Title V Dissolution of the General Partnership and Termination of Partner Status Manner of Dissolution
Article 85
A general partnership shall be dissolved by deletion from the CRPS in the event of:
1) liquidation of the solvent general partnership due to:
a) expiry of the term it was established for; b) completion of the operations it was established for; c) a decision of all partners, unless otherwise stipulated by their agreement; d) court decision; e) death or termination of the partner capacity, if so stipulated for by the memorandum of association of the general partnership; f) initiation of bankruptcy proceedings against a partner;

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 34 g) the fact that only one partner has remained in the undertaking and no new partners join the undertaking within three months from the date on which a sole partner has remained in the undertaking; h) occurrence of any other reason provided for in the memorandum of association.
2) closing of the bankruptcy of undertaking;
3) status changes.
Termination of Partner Capacity
Article 86
The partner capacity in a general partnership shall be terminated in the event of:
1) death of a partner;
2) deletion of a partner which is a legal person from the CRPS as a result of
liquidation or as a result of closing of the bankruptcy;
3) exit of a partner from the undertaking;
4) removal of a partner from the undertaking;
5) in any other cases provided for by the memorandum of association.
Continuation of undertaking with Heirs
Article 87
(1) In the event of death of a partner, his participating interest shall not be inherited, but it shall instead be proportionally distributed to the remaining partners, unless otherwise provided for by the memorandum of association of general partnership or by another agreement. (2) If in the event referred to in paragraph 1 of this Article, the memorandum of association or subsequent agreement of partners stipulates that a general partnership continues to operate with heirs of the deceased partner, but heirs do not agree to that, the deceased partner’s participating interest shall be proportionally distributed to the remaining partners. (3) Heirs may agree to inherit the deceased partner by taking his place or by requesting that the general partnership change its legal form into a limited partnership, in which case they would acquire the status of limited partners. (4) If heirs request that the general partnership changes its legal form into a limited partnership in accordance with paragraph 3 of this Article, and the remaining partners in the undertaking refuse to do so, heirs shall take the place of the deceased partner and they may exit the undertaking in accordance with Article 89 of this Law. (5) If heirs exit the undertaking in accordance with paragraph 4 of this Article, they shall be liable for the obligations of undertaking incurred up to that time in accordance with the law.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 35 (6) In the event referred to in paragraph 3 of this Article, the memorandum of association may specify the amount of limited partners’ participation in profit, which may be different from the amount of participation in profit which the testator was entitled to as a partner. Removal of Partner
Article 88
(1) A partner may be removed from a general partnership pursuant to judgment of the competent court, upon a lawsuit brought by one or more partners, if such partner either intentionally or due to negligence failed to fulfil obligation towards the undertaking or towards other partners, which affected operations of the undertaking. (2) In the event referred to in paragraph 1 of this Article, participating interest of a partner being removed shall be distributed among partners remaining in the undertaking, in proportion to the values of their participating interests in the undertaking, unless otherwise provided for by the memorandum of association. (3) Within six months following the date on which court judgment becomes final and non-appealable, a general partnership shall be obliged to reimburse the removed partner the amount of funds he would have received had the undertaking been dissolved on the day on which a lawsuit to remove the partner was brought. (4) Provision of Article 72 paragraph 2 of this Law shall apply on removal of a partner from a general partnership. Partner’s Exit
Article 89
(1) A partner may exit an undertaking by submitting a written notification on exit to the other partners. (2) A written notification referred to in paragraph 1 of this Article shall be submitted minimum two months before lapse of the business year, unless otherwise provided for by the memorandum of association. (3) A partner who submits the notification referred to in paragraph 2 of this Article shall exit the undertaking upon lapse of the business year in which such the notification was given, if the notification was submitted in that business year for the purpose of registration with the CRPS. (4) A partner’s right referred to in paragraphs 1, 2 and 3 of this Article may not be restricted nor excluded.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 36 Consequences of Partner’s Exit
Article 90
(1) The participating interest of a partner who exits an undertaking shall be distributed among partners remaining in the undertaking, in proportion to the amount of their participating interest in the undertaking, unless otherwise provided for by the memorandum of association. (2) A general partnership shall be obliged, within six months following the exit day, unless otherwise provided for by the memorandum of association, to pay to a partner exiting the funds he would have received in the case of liquidation of the undertaking until the exit date, regardless of current and unfinished operations. (3) If the value of assets of undertaking on the exit date is not sufficient to settle obligations of the undertaking, the partner exiting the undertaking shall be obliged to pay to the undertaking a portion of the unsettled amount which is proportional to his participating interest in the undertaking, within six months following the exit date, unless a different deadline is provided for by the memorandum of association. (4) Provision of Article 72 paragraph 2 of this Law shall apply on a partner who has exited undertaking in respect of his liability for obligations of the undertaking. Protection of Partner’s Creditors
Article 91
(1) A creditor that has a claim falling due against a partner on the basis of final and non￾appealable and enforceable judgement shall have the right to request from the undertaking in writing to pay to him the funds that such partner would receive in case of liquidation of the undertaking, but only up to the amount of his claim. (2) As of the date of settlement of creditor in accordance with paragraph 1 of this
Article, the partner shall lose partner status and his participating interest shall be
distributed among other partners, in proportion to their participating interests in the undertaking. (3) A partner who loses partner status in accordance with paragraph 2 of this Article shall have the right to receive the funds he would have received in the case of liquidation of the undertaking, minus any amounts paid to his creditor. (4) If the undertaking fails to pay funds to the partner’s creditor within six months following the date of submitting the request referred to in paragraph 1 of this
Article, the partner’s creditor may initiate judicial proceedings for (involuntary)
liquidation of the undertaking.
(5) In the liquidation proceedings referred to in paragraph 4 of this Article, a partner’s creditor shall be entitled to receive any liquidation surplus that would otherwise be assigned to the partner, but only up to the amount of his claim, while partner retains

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 37 the right to receive the payment of any liquidation surplus in the amount which exceeds the amount of the claim of such creditor.
PART FOUR
LIMITED PARTNERSHIP
Title I
ESTABLISHMENT OF LIMITED PARTNERSHIP
Limited Partnership and Members of undertaking
Article 92
(1) Limited partnership shall be a business undertaking of one or more persons called general partners and one or more persons called limited partners. (2) General partners shall bear joint and several liability with their personal assets for all the obligations of the undertaking, while limited partners shall not be liable for the obligations of the undertaking, except in the cases stipulated by this Law. Instrument of constitution
Article 93
Limited partnership shall be established by a memorandum of association which shall contain data referred to in Article 67 of this Law and a designation "limited partnership", persons who are general partner and limited partner and data on the type and value of contributions of each limited partner in the undertaking. Registration of Limited Partnership
Article 94
(1) Limited partnership shall be registered with the CRPS by submitting registration application accompanied by:
1) memorandum of association of limited partnership;
2) proof of identity of each founder;
3) certificate of brining in contributions in the undertaking, for each limited
partner respectively;
4) an appraisal by the authorised appraiser with respect to non-monetary
contributions of limited partners;
5) an act on designating a representative of the undertaking with his authenticated
signature, in accordance with the law;
6) address for receipt of electronic mail;
7) address for receipt of mail, if any.
(2) The registration application referred to in paragraph 1 of this Article shall be submitted in the manner stipulated by Article 320 of this Law.

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Article 95
(1) Provisions of this Law governing relations in a general partnership shall apply to limited partnership, unless otherwise stipulated by this Law. (2) General partners shall have the status of a partner in general partnership, in accordance with this Law. Contribution and Participating Interest
Article 96
(1) Provisions of this Law governing contributions and participating interests of partners shall apply to contributions and participating interests of general partners in an undertaking, including the right of the general partner to a contribution in labour and services and the manner of transferring participating interests. (2) Provisions of this Law governing transfer of participating interest from the partner to the third parties shall apply to the transfer of participating interest from the general partner to the limited partner. (3) Limited partner may freely transfer his participating interest, provided that transfer agreement must be concluded in writing and authenticated in accordance with the law. Participation in Profit
Article 97
Limited partners and general partners shall participate in profit sharing in proportion to their participating interests in the undertaking, unless otherwise provided for by the instrument of constitution.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 39 Title II Management of Operations of undertaking and Rights and Obligations of Limited Partners Management of Operations of undertaking
Article 98
(1) General partners shall manage operations and represent an undertaking. (2) Limited partner shall not participate in the management of operations of the undertaking and shall not have the power to represent the undertaking. Registration of Changes
Article 99
Limited partnership shall be obliged to register with the CRPS changes to the data contained in the memorandum of association and to the other data referred to in Article 94 of this Law, as well as changes of member capacity from a general partner into a limited partner or from a limited partner into a general partner, within seven days following the date of change occurring. Rights of Limited Partner
Article 100
(1) Limited partner shall have a right to access annual financial reports of an undertaking and books of accounts of undertaking, at any time. (2) If the limited partner is not allowed access referred to in paragraph 1 of this Article within eight days following the date he filed the request, the limited partner may request from the court to order the undertaking in an extra judicial proceedings to comply with his request. (3) The proceedings referred to in paragraph 2 of this Article shall be urgent and the court shall pass a decision within eight days following the date of receiving the request. (4) Limited partner shall have the right to participate in profit of undertaking in proportion to the level of his contribution, unless otherwise stipulated by the memorandum of association, whereas the period for payment of profit may not exceed 90 days following the date of adoption of annual financial reports of the undertaking.

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Article 101
(1) Limited partner shall not be liable for the obligations of undertaking, except in the cases referred to in Article 12 paragraph 2 of this Law. (2) In the event referred to in paragraph 1 of this Article, limited partner shall be liable also for the obligations incurred before he joined the undertaking. Termination of Status of General Partner and Limited Partner
Article 102
(1) In the event of death of a limited partner who is a natural person, or in the event of dissolution of a limited partner who is a legal person, heirs or legal successors respectively shall take their place. (2) If participating interest of the limited partner has become subject of court or other legal proceedings related to his separate debt, the other members of undertaking shall not have the right to liquidate undertaking. (3) If all general partners exit a limited partnership and the undertaking does not admit a new general partner within six months following the date of exit of the last general partner, limited partners may adopt a unanimous decision to change the legal form of undertaking into a limited liability company or joint-stock company, in accordance with this Law. (4) If in the event referred to in paragraph 3 of this Article, limited partners fail to adopt a decision to change the legal form of undertaking within the prescribed deadline, the competent registration authority shall ex officio initiate proceedings for court￾based liquidation of the undertaking. (5) If all limited partners exit limited partnership and the undertaking does not admit a new limited partner within three months following the date of exit of the last limited partner, general partners may pass a unanimous decision to change legal form of the undertaking into general partnership, in accordance with this Law. (6) If general partners fail to adopt a decision referred to in paragraph 5 of this Article within the prescribed deadline, the competent registration authority shall ex officio initiate proceedings for court-based liquidation of the undertaking. Dissolution of Limited Partnership
Article 103
Provisions of this Law governing dissolution of general partnership shall apply to dissolution of limited partnership.

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PART FIVE
JOINT STOCK COMPANY
Title I
GENERAL PROVISIONS
Definition of Joint Stock Company
Article 104
Joint stock company shall be an undertaking having its core capital divided into shares owned by one or more members of the undertaking – shareholders. Characteristics of Joint Stock Company
Article 105
(1) Joint stock company shall be a legal person that is separated by its assets and liabilities from the shareholders. (2) Joint stock company may be established for a period of limited or unlimited duration. (3) The minimum founding capital of a joint stock company shall be 25,000 euro in monetary assets. (4) Joint stock company may issue shares for non-monetary contributions, in accordance with this Law. Founders of Joint Stock Company
Article 106
Domestic and foreign natural and legal persons may establish joint stock companies by concluding a memorandum of association, or by a decision on founding. Undertaking Obligations for undertaking
Article 107
(1) Publication and registration, in accordance with this Law, of the name of executive director and of chairperson of the management board, as well as the publication of names of the persons explicitly authorised by acts of undertaking to represent the undertaking shall be binding on undertaking and in relation to third parties undertaking may not invoke irregularities of their appointment, unless it proves that third parties were aware or should have been aware about the existence of such irregularities.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 42 (2) Actions of the representative shall be binding on the undertaking, unless such actions have led to breach of powers they have, or may have pursuant to this Law. (3) Limitations of powers of the representative established by articles of association or by decisions of the bodies may not be imposed against third parties even if disclosed in a timely manner. Single-member Joint Stock Company
Article 108
(1) Single-member joint stock company shall be a joint stock company established by a sole natural or legal person on the basis of the decision on founding, or a joint stock company in which a sole natural or legal person acquires all the shares upon establishment. (2) If upon establishment all the shares are acquired by a sole natural or legal person, the undertaking shall be obliged to register such change, as well as the name and permanent residence, or business name and registered office, of the sole shareholder with the CRPS within eight days following the date of registering that change with the CKDD. (3) Shareholder of a single-member joint stock company shall have powers of the general shareholders’ meeting and shall be obliged to render decisions in writing and keep the record of the decisions passed in the book of decisions of the undertaking. (4) In addition to the decisions referred to in paragraph 3 of this Article, all contracts entered into between a sole member and the undertaking he represents shall also be recorded in the books of undertaking. (5) A founder or a shareholder of single-member undertaking may himself perform duties of executive director or of a member of management bodies of the undertaking or he may designate another person. Title II ESTABLISHMENT OF JOINT STOCK COMPANY Manner of Establishing Joint Stock Company
Article 109
Joint stock company may be established either successively [public] or simultaneously [private].

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Article 110
(1) Joint stock company shall be established successively by:
1) signing the memorandum of association or by adopting the decision on
founding, subject to mandatory authentication of signatures of the founders or their representatives, in accordance with the law;
2) obtaining approval for the initial issue of shares from the Capital Market
Commission;
3) issuing public offering for the subscription and payment of shares;
4) subscription and payment of shares by founders;
5) obtaining decision from the Capital Market Commission on the success of the
initial issue of shares;
6) adoption of articles of association at the constituent general shareholders’
meeting, which is signed by chairperson of the constituent general meeting, in accordance with the law;
7) registering with the CRPS, in accordance with this Law.
(2) Upon signing the memorandum of association, the founders shall be obliged to open an account with a bank registered in Montenegro, into which investors pay monetary assets in the amount of issuing value of the shares offered for sale on the basis of a public offering for subscription and payment of shares. (3) If, within the deadline set for subscription and payment of shares, a number of shares established by the prospectus is not subscribed and paid for, it shall be deemed that the initial issue of shares was not successful and consequently the procedure for the establishment of undertaking was not successful as well. (4) In the event referred to in paragraph 3 of this Article, the paid amounts shall be refunded to the subscribers without any deduction, while founders shall be severally and jointly liable for the refund, in accordance with the law governing the capital market. (5) In the event of successful issue of shares, the funds paid shall remain in the account referred to in paragraph 2 of this Article until the registration procedure of the undertaking is finalised. (6) In the event of successful issue of shares, the constituent general meeting shall be held within 30 days following the day of lapse of the deadline set for subscription and payment of shares, and if the constituent general meeting is not held within that deadline for any justified reason, the subscribers shall be relieved of their obligations towards the undertaking and shall have the right to a full refund of their contributions within eight days following the day of the submission of request. (7) The constituent general shareholders’ meeting may be attended by founders and persons who acquired shares in the process of public offering of shares or their proxies, while the quorum for holding it shall consist of owners present in person, through their proxies or through voting on ballots, whereby they constitute two thirds of the shares carrying voting rights.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 44 (8) If the quorum cannot be reached, provisions of Article 142 of this Law shall apply. (9) The constituent general meeting shall adopt decisions on matters falling within its powers by a simple majority of the votes of shareholders present in person or through their proxies or they voted on ballots, unless otherwise provided for by this Law or by the memorandum of association. (10) Notwithstanding paragraph 9 of this Article, the constituent general meeting shall decide by two-thirds majority of attending shareholders on:
1) election of the management bodies of the undertaking and of the auditor;
2) approval of contracts and other obligations assumed by founders and other
persons in the procedure for and for purpose of establishment of undertaking and;
3) adoption of articles of association of the undertaking.
(11) Provisions of this Law governing general shareholders’ meeting shall also apply to the constituent general meeting. Simultaneous Establishment of Joint Stock Company
Article 111
(1) A joint stock company shall be established simultaneously by:
1) signing the memorandum of association or by adopting the decision on founding
the single-member joint stock company, subject to mandatory authentication of signatures of the founders or their representatives, in accordance with the law;
2) purchasing all shares by the founder at the moment of establishment, without
issuing a public offering for subscription and payment of shares;
3) obtaining decision from the Capital Market Commission on registering the initial
issue of shares;
4) adopting articles of association at the constituent general meeting, subject to
mandatory authentication of signature of the chairperson of constituent general meeting, in accordance with the law;
5) registration with the CRPS, in accordance with this Law.
(2) Upon signing the memorandum of association, or decision on founding of the joint stock company, founders shall open an account of the undertaking in the process of establishment with a bank registered in Montenegro in which the monetary assets paid for the shares of undertaking by its founders shall remain until finalisation of the procedure for registration of undertaking. (3) The founders shall be obliged to pay for shares or bring in non-monetary contributions within the deadline set by the instrument of constitution. (4) Where one or more founders have not paid for shares or have not made non￾monetary contributions within the deadline set by the instrument of constitution, the founders who have paid for shares or have made non-monetary contributions may amend the memorandum of association of a joint stock company in the part

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 45 which concerns founders and their shares, provided that the sum of the paid monetary amounts in a timely manner is 25,000 euro or higher. (5) The founders shall be obliged to record the issue of shares with the Capital Market Commission. (6) The constituent general meeting of undertaking does not need to be convened if all founders of the undertaking sign the decision on accepting articles on association of the undertaking, appraisal of non-monetary contributions, election of management bodies and auditor of the undertaking, and other decisions adopted at the constituent general meeting. (7) All signatures on the decisions referred to in paragraph 6 of this Article shall be authenticated in accordance with the law. (8) If the decision is not reached in accordance with paragraph 6 of this Article, the constituent general meeting must be held within 30 days following the date of lapse of the deadline set for payment of shares in the instrument of constitution. Costs of Establishing the Joint Stock Company
Article 112
(1) Instrument of constitution of an undertaking may define the obligation of the undertaking to reimburse costs resulting from establishment of undertaking to the founders, provided that:
1) the instrument of constitution established maximum amount of these costs;
2) costs are reimbursed from the part of monetary assets paid in excess of the
amount of minimum founding capital and the amount of the costs of establishment is not treated as founders’ contribution;
3) founders submit proper proofs of the costs incurred;
4) the constituent general meeting has not refused reimbursement of costs for
justified reasons.
(2) If a permit, approval or license is required to commence pursuit of an economic activity (hereinafter referred to as the: license) in accordance with a separate law, the founders shall be jointly and severally liable for all obligations of the undertaking incurred until such license is granted, except for the obligations incurred under contracts concluded by the undertaking after registration with the CRPS and which shall be executed after the license to conduct the economic activity is granted. (3) Shareholders shall have the right to request from founders the reimbursement of costs for all obligations incurred prior to the registration with the CRPS due to founders’ failure to fulfil their obligations or as a result of founders' unconscientious conduct during establishment of the undertaking. (4) The right referred to in paragraph 3 of this Article shall not be subject to the statute of limitation and shareholders may not waive that right.

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Article 113
(1) Instrument of constitution of a joint stock company shall be a decision on founding when undertaking is established by a sole person, or a memorandum of association when undertaking is established by several persons. (2) The instrument of constitution of undertaking shall contain the following data:
1) name, personal identification number and permanent residence of the founder
who is a domestic natural person, or name, passport number or other identification number and permanent residence of the founder who is a foreign natural person, or business name, identification number and registered office of the founder that is a domestic legal person, or business name, registration number or other identification number and registered office of the founder that is a foreign legal person;
2) business name of the undertaking being established;
3) designation that it is joint stock company (abbreviated designation "JSC");
4) founders’ rights and obligations, determined during establishment or in the
course of obtaining licenses to commence pursuit of an economic activity in respect of founder or third party who participated in the procedure for the establishment of undertaking or in obtaining licenses to commence pursuit of an economic activity;
5) number of shares held by each founder;
6) names or business names of founders who bring in non-monetary contributions,
description of contributions, number and type of shares received in exchange for contributions and a deadline for making the non-monetary contribution to the undertaking;
7) nominal value of shares;
8) procedure and deadlines for offering shares in successive establishment;
9) estimated costs of establishment and manner of their reimbursement, if costs
reimbursement is envisaged;
10)procedure for the resolution of disputes between founders; 11)authorisation for one or more founders to represent founders in the procedure for establishment of undertaking; and 12)other matters relevant for the establishment of undertaking. Articles of Association of Joint Stock Company
Article 114
(1) Articles of association of the joint stock company (hereinafter referred to as the articles of association) shall contain:
1) business name of undertaking and an designation that such undertaking is a
joint stock company;
2) registered office of the undertaking;
3) predominant and other activities of undertaking;

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4) amount of core capital established as initial capital and amount of the
authorised capital, if determined;
5) the method of increasing and reducing the core capital;
6) procedure for replacing one class of securities by another;
7) restriction on issuing bonds or other kind of borrowing;
8) special rights of founders and conditions for the transfer of shares, if any;
9) manner of and procedure for convening and conducting general shareholders’
meeting and voting method;
10)manner of appointing and dismissing members of the board of directors and executive director of joint stock company, and members of management board and supervisory board of the joint stock company, their rights, obligations and powers; 11)period for which undertaking is established, if it is not established for indefinite period; 12)procedure for amending and supplementing articles of association. 13)other provisions of importance for operation of the undertaking. (2) In addition to the data referred to in paragraph 1 of this Article, the articles of association may also contain:
1) total number of shares;
2) structure of core capital by classes of shares;
3) number of shares per each class, their initial price and attached rights for
shareholders;
4) number of shares issued for non-monetary contributions, together with the type
of assets that constitute contribution and names of persons who brought in those contributions. Registration of Joint Stock Company
Article 115
(1) Joint stock company shall be registered with the CRPS based on the submitted registration application accompanied by:
1) instrument of constitution of the undertaking;
2) articles of association and a separate act, if the articles of association do not
contain data referred to in Article 114 paragraph 2 of this Law;
3) a list of names of members of the board of directors of a joint stock company,
and members of the supervisory board and management board of a joint stock company and decisions on their appointment;
4) earlier names of members of the board of directors, and of members of
supervisory board and management board if there has been a change to the names, dates and places of their birth, their personal identification numbers, permanent or temporary residence;
5) statements by members of the board of directors, and members of supervisory
board and management board indicating their citizenship;
6) data on occupation of members of the board of directors, and of members of the
supervisory board and management board, as well as data on their membership in other boards, on the job titles they hold, as well as the place of registration of those undertakings in case they are not registered in Montenegro;

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7) name and address of the auditor, name and address of the executive director,
and of the company secretary, if any in the undertaking, and the decisions on appointment of such persons;
8) name and address of members of the auditing committee, if one is established
in the undertaking in accordance with auditing regulations, as well as the decisions on their appointment;
9) signed statements of accepting appointments by members of the board of
directors and the executive director of a joint stock company and by members of the supervisory board and management board of a joint stock company, auditor and company secretary, if any in the undertaking; 10)decision by the Capital Market Commission confirming success of the public offering of shares in the case of successive establishment of a joint stock companies, or decision by the Capital Market Commission on recording the initial issue of shares in the case of simultaneous establishment of the undertaking; 11)address for receipt of electronic mail; 12)address for receipt of mail, if any; 13)data on persons with powers to represent undertaking indicating scope of powers of representation (individual or collective); 14)the proof of the payment of the registration fee. (2) Registration application referred to in paragraph 1 of this Article shall be submitted in accordance with Article 320 of this Law. (3) Registration of undertaking with the CRPS shall be conducted on the basis of registration certificate. (4) Data on business name and registered office of undertaking, names of members of management bodies and members of other bodies of undertaking registered with the CRPS, auditor and company secretary, if any in the undertaking, date of adoption of the instrument of constitution, adoption of articles of association and registration of a joint stock company shall be published in the Official Gazette of Montenegro. Nullity of Establishment of Joint Stock Company
Article 116
(1) At the request of a person with a legal interest, the competent court shall annul establishment of the undertaking for the following reasons:
1) if requirements, set out by this Law, for adoption and content of the instrument
of constitution and articles of association have not been met;
2) if the economic activity of the undertaking indicated in the instrument of
constitution is contrary to the imperative legislation or to the public order;
3) if the instrument of constitution and articles of association do not specify
business name of the undertaking, amount of the founding capital or economic activity of the undertaking;
4) if the provisions concerning amount of the minimum founding capital have not
been applied;

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5) if founders do not have legal personhood and legal capacity.
(2) Lawsuit for annulment of establishment of a joint stock company may be brought within three years following the day of adopting the registration certificate for the undertaking referred to in Article 115 paragraph 3 of this Law. (3) The competent court shall be obliged to submit final and non-appealable decision on annulment of the establishment of the joint stock company within 15 days following the date the decision has become final and non-appealable, for the purpose of its registration with the CPRS and initiation of the court-based liquidation proceedings. (4) By annulling establishment of undertaking, founders and shareholders of the undertaking shall become jointly and severally liable for the obligations of undertaking, while contracts concluded and other obligations assumed prior to the annulment shall remain in force, unless this contravenes court-based liquidation proceedings. (5) Provision of Article 120 paragraph 7 of this Law shall apply to the decision referred to in paragraph 4 of this Article in respect of third parties. Title III KEEPING BUSINESS RECORDS AND PUBLIC NATURE OF OPERATIONS Keeping Business Records
Article 117
(1) Joint stock company shall keep the following documents at its registered office:
1) memorandum of association, or decision on founding;
2) articles of association of the undertaking;
3) financial statements, reports on operations of the undertaking and reports of
the auditor of the undertaking;
4) book of minutes which shall contain:
a) minutes of all meetings of the board of directors, or supervisory board or of bodies formed by the board of directors or by the supervisory board, b) minutes of all general shareholders’ meetings;
5) accounting records, kept in accordance with the law;
6) documents on establishing encumbrance over the property of undertaking.
(2) Joint stock company shall keep at its registered office the records on:
1) shares, participating interests the undertaking holds in other business
undertakings;
2) members of the board of directors, or supervisory and management board;
3) shares of the undertaking held by members of the management bodies;
4) contracts that the members of the management bodies concluded with the
undertaking, or contracts in which they have interests.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 50 (3) Joint stock company shall be obliged to allow a shareholder or a former shareholder, upon his request, to have access in the documentation and records referred to in paragraph 1 items 1 to 4 and paragraph 2 items 1, 2 and 3 of this
Article, for the period during which he was a shareholder in the undertaking, at the
latest within seven days following the day on which a written request has been submitted. (4) Shareholders holding at least 5% of shares shall have the right to access documentation and records referred to in paragraph 1 items 5 and 6 and paragraph 2 item 4 of this Article, in accordance with Article 124 paragraph 1 of this Article. Business Correspondence of undertaking
Article 118
(1) Joint-stock company shall be obliged to indicate the following in its business letters and other business documents of the undertaking:
1) name of the body that made registration with the CRPS;
2) number under which the undertaking was registered with the CRPS;
3) tax identification number;
4) designation of the legal form of undertaking;
5) business name of the undertaking;
6) registered office;
7) a note, if the undertaking is in the liquidation or bankruptcy proceedings;
8) amount of the subscribed and paid in capital of undertaking, if business
documents indicate core capital of undertaking.
(2) Data referred in paragraph 1 of this Article shall be posted on website of the undertaking. Registration of Changes, Liquidation Proceedings and Financial Reports
Article 119
(1) Within seven days following the date of change occurring, a joint-stock company shall be obliged to submit documentation and data on changes for the purpose of their registration with the CPRS pertaining to:
1) articles of association and a special act, if articles of association do not contain
data referred to in Article 114 paragraph 2 of this Law, or instrument of constitution if changes relate to the instrument of constitution;
2) appointment, dismissal and other changes to the data on members of the board
of directors and executive director, or members of supervisory board and management board;
3) appointment, dismissal and data on auditor, auditing committee and company
secretary, if any in the undertaking;
4) appointment, dismissal and other data on the persons with powers to represent
the undertaking with the scope of the power of representation (individually or collectively).

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 51 (2) In the event of opened liquidation or bankruptcy proceedings, within the deadline referred to in paragraph 1 of this Article the joint stock company shall be obliged to submit to the CRPS:
1) decision to open proceedings in the event of liquidation or bankruptcy
proceedings;
2) decision on appointment of a liquidator or bankruptcy administrator, his
identity, qualifications and powers, except for those set out in articles of association of the undertaking or in the law;
3) decision on completion of the liquidation proceedings or bankruptcy procedure,
with mandatory indication of all the legal effects of deletion of undertaking from the registry. Publishing of Data
Article 120
(1) Data referred to in Article 119 of this Law shall be published in the Official Gazette of Montenegro, by indicating documentation that served as the basis for registration with the CRPS. (2) The data referred to in paragraph 1 of this Article shall be published within 21 days following the date of submitting registration application to the CRPS. (3) The documentation referred to in paragraph 1 of this Article may be published in the Official Gazette of Montenegro in whole or partly or by making a reference to the document registered with the CRPS. (4) In relations with third parties, a joint stock company may invoke data referred to in
Article 119 of this Law, after they were registered and published in the Official
Gazette of Montenegro.
(5) The data registered with the CRPS in accordance with Article 119 of this Law shall not be binding on conscientious third parties in respect of transactions executed within 15 days following the day of their publication on the CRPS website, provided that they were not aware or should have been aware about their publication. (6) The data referred to in Article 119 of this Law published in the Official Gazette of Montenegro must be identical to the data filed with the CRPS for the purpose of registration, and if there is any discrepancy:
1) data published in the Official Gazette of Montenegro may not be presented as
authentic by the undertaking in relations with third parties who relied on data registered with the CRPS.
2) third parties may invoke data published in the Official Gazette of Montenegro in
their relations with the undertaking, unless undertaking can prove that third parties were aware of the data registered with the CRPS. (7) Third parties may, in relations with the undertaking, invoke all acts of undertaking and other data for which publishing procedure in accordance with this Law had not been finalised, unless such publishing is a condition for the legal effect.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 52 (8) In addition to mandatory publishing of documents and data referred to in paragraph 1 of this Article and Article 115 of this Law in Montenegrin language, the competent registration authority shall also allow publication of the certified translation into any of the languages that are in official use in the European Union. (9) If there is any discrepancy between documents and data published in Montenegrin language and their translation referred to in paragraph 8 of this Article, the undertaking may not invoke published translation in its relations with third parties, while third parties may invoke published translation, unless undertaking proves that those parties were aware of the content of the version published in Montenegrin language. Title IV RIGHTS AND OBLIGATIONS OF SHAREHOLDERS Rights of Shareholders
Article 121
(1) Every shareholder shall have such rights attached to shares in his ownership, whereby owners of the same class of shares have equal rights. (2) All shareholders shall be treated equally under the same circumstances. (3) A decision of the general shareholders’ meeting which binds all or only some of the shareholders to make additional contribution to the undertaking may not be adopted without consent of all the shareholders. Property Rights of Shareholders
Article 122
(1) The shareholder shall have the right to:
1) participate in distribution of profit of the undertaking in the form of a dividend,
once a decision on distribution of profit to shareholders has been adopted;
2) receive a portion of the surplus assets of the undertaking after the liquidation
proceedings are finalised;
3) receive shares free of charge in the event of increase in core capital from the
financial resources of undertaking, subject to limitations provided for by this Law;
4) have a pre-emptive right to purchase in the process of new issue of shares and
convertible bonds, subject to limitations stipulated by this Law;
5) dispose of his shares in accordance with the law.
(2) The shareholder referred to in paragraph 1 of this Article shall also exercise other property rights in accordance with the law and articles of association of undertaking.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 53 Non-property Rights of Shareholders Right to Participate at General Shareholders’ Meeting and Voting Rights
Article 123
(1) The shareholder shall have the right to attend all general shareholders’ meetings and to cast a vote, unless otherwise stipulated by this Law or articles of association. (2) Each share shall carry one vote at the general shareholders’ meeting, except in the case referred to in Article 158 paragraph 2 of this Law. (3) The shareholder who is directly interested in matters related to the appraisal of non-monetary contribution or purchase of assets from the founder or from the majority shareholder of the undertaking shall not have a voting right at the general shareholders’ meeting on such matters within two years from the date of registration of the undertaking. Right to Be Informed
Article 124
(1) Copies of financial reports including auditor's report must be available to all shareholder’s access at the registered office of undertaking during business hours at least 20 days prior to holding of the general meeting, as well as at the general shareholders’ meeting. (2) Every shareholder shall have the right to request from the competent body of undertaking, free of charge and during business hours, to make available for his access the following documents at the premises of the registered office of undertaking and to be allowed to make copies at the shareholder’s expense:
1) balance sheet, income statement, tax returns and reports on paid taxes for the
three previous business years;
2) minutes from the general shareholders’ meetings;
3) list of persons with powers to represent joint stock company;
4) list of members of the board of directors, or of the supervisory board and
management board, with the data on address, date of election or appointment and the term of office of each elected or appointed member, as well as on the job titles they hold in other legal persons; and
5) other documents the undertaking is obliged to submit to the general
shareholders’ meeting for access.
(3) The shareholder who is not allowed access and copying referred to in paragraph 2 of this Article may request, by means of a lawsuit, from the competent court to pass a decision by which it shall bind the competent body of undertaking to allow access to the requested documentation, as well as its copying.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 54 (4) The procedure referred to in paragraph 3 of this Article shall be urgent and court shall be obliged to pass the decision within eight days following the date of receiving the lawsuit. Right to Hire Expert
Article 125
(1) Shareholders holding at least 5% of the core capital may hire an expert who shall inspect operations or accounting of the undertaking at the expense of shareholders who hired the expert, and if during the inspection illegality or significant irregularity in operations of undertaking are identified, the costs of hiring the expert shall be borne by the undertaking. (2) If the expert is not allowed to perform inspection referred to in paragraph 1 of this
Article, the shareholders who hired the expert shall have the right to request from
the competent court to enable performance of inspection of operations referred to in paragraph 1 of this Article. (3) The court shall be obliged to pass the decision referred to in paragraph 2 of this
Article within 30 days following the date of receiving the request.
(4) The joint stock company shall be obliged to allow the expert referred to in paragraph 1 of this Article access to documents and other acts of undertaking. (5) Notwithstanding paragraph 4 of this Article, the expert may be denied access to some acts and documents by a decision of the board of directors or supervisory board, if there is a justified reason to believe that access to documentation and acts of the undertaking could be used contrary to the interest of the undertaking or if this could cause significant damage to the undertaking or to its associate undertaking, of which the board of directors or the supervisory board shall furnish the expert with the written reasoning within 15 days following the date he was denied access. (6) If the shareholders referred to in paragraph 1 of this Article are not satisfied with the decision referred to in paragraph 5 of this Article, they may request from the competent court to pass a decision allowing the expert to access the acts and documents whose access was denied. (7) The court shall pass a decision referred to in paragraph 6 of this Article within eight days following the day on which request was submitted and by that decision it shall approve the requested access if it deems that it will not compromise interests of undertaking or that it will not compromise them to the extent which would justify denial of access. (8) The expert referred to in paragraph 1 of this Article shall be obliged to produce a report on the performed inspection of operations of the undertaking, which he shall deliver to the shareholders of undertaking within three months following the date of commencing the inspection.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 55 (9) The shareholders referred to in paragraph 1 of this Article must not publish nor disclose to the third parties the acts or documents and data contained in the document referred to in paragraph 4 of this Article if such disclosure would cause damage to the undertaking, unless otherwise provided for by the law. (10) Where shareholders act contrary to paragraph 9 of this Article, they shall be liable for damage incurred to the undertaking. Right to Ask Questions
Article 126
(1) The shareholder shall have the right to request in advance, by means of a letter or at the general meeting when it considers specific items of the agenda, an explanation and information from the board of directors or the supervisory board regarding materials and proposed decisions to be considered at the general meeting, while representative of the board of directors or the supervisory board shall be obliged to answer the question fully and truly, at the general meeting, during discussion on the relevant item of the agenda. (2) Representative of the board of directors or the supervisory board may publish answers to the questions asked before holding of the general meeting on the website of undertaking. (3) Notwithstanding paragraphs 1 and 2 of this Article, the answer may be denied if such answering:
1) would lead to disclosing a trade secret of undertaking or would violate another
obligation of protecting data confidentiality in possession of the undertaking;
2) would lead to committing a criminal offence.
(4) If a shareholder is denied the answer to the question asked in accordance with paragraph 1 of this Article, and the general meeting adopts the decision on the agenda item related to the question asked, the shareholder who is denied the answer shall have the right to request from the competent court within eight days following the day of holding the general meeting session to order the undertaking in an extra judicial proceedings to provide him with the answer to the asked question. (5) The proceedings conducted upon request referred to in paragraph 4 of this Article shall be urgent, therefore the court shall be obliged pass the decision within eight days following the day of receiving the request. Right of Dissenting Shareholders to Share Redemption
Article 127
(1) The shareholder may request from the undertaking to redeem his shares at the average market value which the shares of the undertaking had in the last six months

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 56 prior to the date on which decision was adopted at the general shareholders’ meeting, or in the amount of proportionate share of net value of the assets of the undertaking on the date on which general shareholders’ meeting adopted the decision, if at the general meeting the shareholder voted against in the following cases:
1) a change to the memorandum of association or the articles of association of the
undertaking, which violates his rights;
2) division of the joint stock company, when the distribution of shares of
undertakings resulting from the division is not conducted in proportion to the ownership structure of the undertaking being divided;
3) when, in a restructuring procedures, a proportional exchange of shares and cash
compensation for the annulled shares are conducted cumulatively;
4) when the general meeting has restricted or cancelled priority right of
shareholders to subscribe for shares or acquire convertible bonds;
5) adoption of the decision on the disposal of assets of great value by the
undertaking (purchase, sale, lease, exchange, acquisition or another disposition). (2) The shareholder may exercise the right referred to in paragraph 1 of this Article if he sends to the undertaking, before the day of holding a general shareholders’ meeting, a written notification on the intent to exercise such right, if the general meeting adopts the decision he does not agree with and submits a written request to the undertaking for the redemption of shares within 30 days as of the day of holding the general shareholders’ meeting. (3) Upon request of the shareholder referred to in paragraph 1 of this Article, the undertaking shall be obliged to calculate the amount of average market value the shares of the undertaking had over the last six months prior to the date on which decision was adopted at the general shareholders’ meeting and the amount of a proportionate portion of net value of assets of the undertaking on the day on which a decision was adopted at the general shareholders’ meeting and to pay the shareholder the amount which is higher of these two values. (4) The shareholder may initiate a proceeding before a competent court within 30 days following the date of payment of funds by the undertaking or following the date of payment default, if:
1) the paid amount of the value of shares referred to in paragraph 3 of this Article
does not correspond to the average market value the shares of the undertaking had in the six months prior to the date the decision referred to in paragraph 1 of this Article was adopted;
2) the paid amount of value of shares referred to in paragraph 3 of this Article does
not correspond to the proportionate share of net value of assets of the undertaking on the date the decision referred to in paragraph 1 of this Article was adopted;
3) the undertaking failed to pay the compensation, the amount of which is
incontestable, within the deadline referred to in paragraph 3 of this Article;
4) the average market value could not be determined due to the lack of trade in
shares.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 57 (5) The court shall establish:
1) average market price of shares, in the case referred to in paragraph 4 item 1 of
this Article;
2) net value of the assets of the undertaking, in the case referred to in paragraph 4
item 2 of this Article;
3) market value of shares, in the case referred to in paragraph 4 item 4 of this
Article.
(6) The decision of the court referred to in paragraph 5 of this Article shall also apply to the other shareholders who submitted written request for redemption of shares within the deadline referred to in paragraph 2 of this Article, if the adjudicated amount is higher than the amount the undertaking paid to them. (7) The undertaking shall be obliged to pay the adjudicated amount to the shareholders referred to in paragraph 6 of this Article on the basis of the judgment referred to in paragraph 5 of this Article or the difference between the amount paid earlier and the adjudicated amount, within 30 days from the day on which the judgment becomes final and non-appealable. Title V BODIES, ADMINISTRATION AND AUDITOR OF A JOINT STOCK COMPANY SUBTITLE A JOINT STOCK COMPANY ORGANISATION Joint Stock Company Management
Article 128
The management of a joint stock company may be organised as a single-tier or a two-tier system. Joint Stock Company Bodies with Single-Tier Management
Article 129
The bodies of a joint stock company with single-tier management shall include:
1) general shareholders meeting;
2) board of directors;
3) executive director.
Joint Stock Company Bodies with Two-Tier Management
Article 130
The bodies of a joint stock company with two-tier management shall include:
1) general shareholders meeting;
2) supervisory board;

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3) management board.
Joint Stock Company Management Bodies
Article 131
For the purpose of this Law, joint stock company management bodies shall be the company’s bodies referred to in Article 129 paragraph 1 items 2 and 3 of this Law, or the bodies of the company referred to in Article 130 paragraph 1 items 2 and 3 of this Law. SUBTITLE B JOINT STOCK COMPANY GENERAL MEETING Composition of the General Shareholders Meeting
Article 132
(1) The general shareholders meeting of a joint stock company (hereinafter: general meeting) shall include all shareholders, regardless of the number and class of shares they hold. (2) Members of the board of directors and the executive director in case of a single-tier joint stock company, or members of the supervisory board and the management board in case of a two-tier joint stock company shall, by rule, attend the general meeting of the joint stock company. (3) The joint stock company’s executive director or the chairperson of the management board and the company secretary, if appointed, must attend general meetings, unless prevented to attend the general meeting due to justified reasons. Powers of General Shareholders Meeting
Article 133
(1) General shareholders meeting shall:
1) adopt the articles of association of the company;
2) amend the articles of association of the company;
3) elect the members of the board of directors, or the members of the supervisory
board and appoint the auditor;
4) dismiss the members of the board of directors, or the members of the
supervisory board and the auditor;
5) appoint and revoke a liquidator;
6) decide on remuneration policy, and on remuneration amount for the members
of the board of directors, or the members of the supervisory board and management board, at each ordinary annual session;
7) adopt the annual financial statements and the report on operations of the
company;
8) adopt a decision on disposing of the company’s assets (purchase, sale, lease,
exchange, acquisition or other), the value of which is greater than 20% of the

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 59 carrying value of the company’s assets (high value assets), unless a lower share is determined in the articles of association;
9) adopt the decision on distribution of profits;
10) increase or reduce the company’s core capital established in the articles of
association, exchange shares of one class for shares of another class; 11)adopt a decision on voluntary liquidation of the company, its restructuring or submission of the petition for initiation of bankruptcy proceedings; 12)approve the valuation of non-monetary contributions; 13)consider issues under the competence of the board of directors, or the supervisory board pertaining to the company’s operations;
14) approve entering into contracts on assets acquisition from a founder or a
majority shareholder of the company, where the payment exceeds one tenth of the company’s core capital established in the articles of association, and where such contract should be entered into within 2 years following the registration of the company;
15) adopt decisions on issuing bonds or convertible bonds or other convertible
securities;
16)restrict or withdraw the right of pre-emption of shareholders to subscribe for shares or acquire convertible bonds, upon the approval by a two-third majority vote of shareholders affected by the transaction; 17)adopt a decision on independent or joint incorporation of another company or a decision authorising the company’s management bodies to adopt a decision on independent or joint incorporation of one, several or indefinite number of companies;
18) adopt the Rules of Procedure; and
19) adopt other decisions in accordance with the articles of association of the
company.
(2) An integral part of the report on operations of the company referred to in paragraph 1, item 7 of this Article shall be the report on relations with the parent company and companies where its parent company has the status of a parent company or a subsidiary. (3) The report referred to in paragraph 2 of this Article shall include all legal transactions and other transactions that the company concluded with its parent company and the companies where its parent company has the status of a parent company or a subsidiary, including a statement by the board of directors or the supervisory board if the company has suffered the damage from such transactions, and if the company has been compensated for the potential damage incurred by such legal and other transactions. (4) If the company is not compensated for the damage, the members of the board of directors, or the members of the supervisory board shall be liable for the damage incurred to shareholders, as laid down in this Law. (5) If the remuneration policy referred to in paragraph 1 item 6 of this Article should not be adopted by the general meeting, a revised proposal shall be submitted to the next general meeting, whereas the company may continue to pay remuneration to the directors:

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1) in accordance with the previously approved remuneration policy, or
2) in line with the existing practices, in case there is no adopted remuneration
policy for the previous period.
(6) The remuneration policy must be clear and comprehensible, and as regards public joint stock companies it must also include the following:
1) rationale on how the remuneration policy will contribute to the achievement of
the company’s business strategy, long-term goals and sustainability of the company;
2) information on the fixed and floating portion of remuneration, including any
bonuses and other payments that might be allocated to the members of managing bodies in any form, with a proportional share in their total earnings;
3) the manner of establishing the remuneration policy taking into account the
company employees’ salaries and working conditions;
4) clear, comprehensive and diversified criteria for allocating the floating portion
of remuneration;
5) methods for evaluation of financial and non-financial operating results,
including, as appropriate, the criteria related to the socially responsible business, with attached reasoning on how the application of the criteria will contribute to the achievement of the company’s business strategy, long-term interest and sustainability, as well as the methods for applying the criteria;
6) information on postponing the remuneration payments and the right of the
company to recover the floating portion of the remuneration;
7) information on the time required to pass before the acquisition of ownership
over the allocated shares, if the remuneration is also given in company’s shares, as well as the period of prohibition of disposing of allocated shares after the acquisition of ownership, where such prohibitions exist, and a rationale on how the remuneration in shares contributes to the achievement of the overall remuneration policy goals;
8) information on the term of contracts with the members of managing bodies and
notice periods, and main features of supplementary retirement insurance or early retirement programs, financial and other effects of their termination, if such arrangements exist within the company;
9) information on the decision making procedure applied to establishing,
amending and implementing of the remuneration policy, including the measures for avoiding conflicts of interest or their managing, if existing within the company, on the position and role of the remuneration committee; 10)description and clarification of the material changes in the case of amending the current remuneration policy, and clarification on how such amendments tale into consideration the views of shareholders regarding the remuneration policy and the reports submitted after the last voting on remuneration policy at the general meeting. (7) The adopted remuneration policy shall be published on the company’s website. Sessions of the General Shareholders Meeting
Article 134

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 61 (1) General meeting sessions shall be ordinary and extraordinary. (2) A joint stock company shall hold ordinary general meetings once a year. (3) The first annual general meeting of a company must be held within 18 months following the holding of the company’s constituent general meeting; thereafter general meeting must be convened once a year. Convening a General Meeting
Article 135
(1) The right to convene a general meeting shall be vested in the board of directors or the supervisory board and the shareholders holding shares that represent at least 5% of the core capital, unless the articles of association provide that the shareholders holding a smaller portion of the core capital are entitled to convene a general meeting. (2) Following the order by the board of directors, or the supervisory board, the company secretary shall organise the general shareholders meeting. (3) Shareholders whose shares make at least 5% of core capital shall be entitled to convene a general meeting within 30 days following the day of publication in the Official Gazette of Montenegro of the final and binding decision on cancelling the decision of the general meeting on merger or division of the company, where the existing bodies of the company perform their duties, within their authorizations, other than disposing of the assets. (4) The shareholders referred to in paragraphs 1 and 3 of this Article shall submit to the board of directors or the supervisory board the request to convene the general shareholders meeting, the agenda for the general meeting and proposal decisions to be adopted the general meeting. (5) The board of directors or the supervisory board shall convene the general shareholders meeting within 30 days following the day of receiving the request for convening the general shareholders meeting at expense of the company. (6) Ordinary annual general meetings of shareholders shall be held within six months of the end of each financial year, save the first year following the incorporation of the company. Notice Convening the General Meeting
Article 136
(1) The notice convening the general shareholders meeting shall be submitted no later than 30 days prior to holding the general meeting.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 62 (2) The notice shall be delivered by mail, save for companies with 100 or more shareholders, where their board of directors or the supervisory board shall publish the notice convening the general shareholders meeting twice in at least one daily printed media outlet published in Montenegro and on their website. (3) The notice convening the general meeting shall contain the following:
1) the venue of the meeting;
2) the date and time of the meeting;
3) proposal agenda of the general meeting specifying agenda items proposing the
general meeting to adopt decisions and specifying the class and total number of shares voting on such decisions and majority required for adopting such decisions, including the information where the shareholders may inspect the materials and proposal decisions to be considered at the general shareholders meeting;
4) the company’s website address where the information referred to in paragraphs
1 and 2 will be available;
5) instructions as regards the rights and manner of exercising shareholders’ rights
to take part in and vote at the general meeting, in accordance with this Law and the articles of association of the company. (4) The company shall announce on its website the notice convening the general shareholders meeting on the day of publishing or sending the notice convening the general meeting in accordance with paragraphs 1, 2 and 3 of this Article, and also the procedure for electronic voting by proxy including the forms of the power of attorney and the ballot paper. (5) If the company is not able to post the forms referred to in paragraph 4 of this Article on its website due to technical reasons, the company shall specify on its website how such forms can be obtained in paper form. Manner of Determining Shareholders Entitled to Participate in the Work of the General Meeting of the Joint Stock Company
Article 137
(1) The shareholders entitled to participate in the work of the joint stock company general meeting shall be determined based on the list of shareholders from the CKDD, which the joint stock company shall obtain two business days before the session holding. (2) The shareholders who are in the list of shareholders from the CKDD as of the day the list of shareholders is obtained, may participate in the general meeting and exercise the rights of a shareholder. (3) The company shall inform its shareholders at the general meeting of the date of establishing the list of shareholders. (4) The company is entitled, in accordance with the law, to verify the identity of its shareholders whose shares are managed through a specific custody account, if the

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 63 shares that are managed through that account make more than 0.5% of the company’s core capital or carry more than 0.5% of voting rights. Materials for the Session of the General Meeting
Article 138
(1) The materials including proposal decisions to be considered at the general meeting must be available for inspection to shareholders of the company at the company’s registered office or at the company’s premises outside the registered office, if the activity is performed in several locations, at least 20 days before the holding of the general meeting session. (2) If requested by a shareholder, the company shall deliver the notice convening the general meeting and materials to be considered at the general meeting including proposal decisions, by electronic mail to the address specified by a shareholder. (3) The company shall bear the costs of publication and delivery of the notice convening the general meeting referred to in Article 136 of this Law. Agenda of the General Meeting
Article 139
(1) The general meeting may not adopt decisions on issues not included in the agenda unless all the shareholders having voting rights attend the general meeting, and unanimously accept the amended agenda. (2) In the event that the agenda is revised or expanded, the shareholders shall be informed of the changes in the agenda in the way in which they are informed on holding the general meeting, no later than ten days prior to the date of holding the general meeting. (3) Shareholders holding minimum 5% of the core capital shall be entitled to request from the board of directors or the supervisory board to expand the agenda of the general meeting no later than 15 days prior to the date of holding the general meeting. (4) The shareholders referred to in paragraph 3 of this Article shall be entitled to request from the board of directors, or the supervisory board to include their proposal decision under an item previously included in the agenda. (5) The shareholders shall attach proposal decisions suggested as agenda items to the written request for expanding the agenda of the general meeting. (6) In the event referred to in paragraph 5 of this Article the board of directors or the supervisory board shall expand the agenda of the general meeting.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 64 (7) The company shall, without delay, publish the proposal of the expanded agenda including proposed decisions on its website. (8) If the general meeting fails to be held, the repeated general meeting may be held only with the same agenda planned for the general meeting not held. General Meeting Procedures
Article 140
(1) The attendance of shareholders or their proxies at the general meeting shall be acknowledged by their signing of the attendance list, which shall also specify the number of votes held by each shareholder. (2) The attendance list shall be signed by the chairperson of the general meeting and the company secretary. (3) The executive director or the chairperson of the management board shall chair the general meeting unless otherwise decided by majority of the shareholders present or their proxies, and the company secretary shall be the secretary of the session of the general meeting. (4) In the absence of the company secretary, the chairing person of the general meeting shall appoint another person as the secretary of the session of the general meeting. Minutes
Article 141
(1) The minutes of the general meeting shall be signed by the chairing person of the general meeting, the secretary of the session of the general meeting and at least one shareholder authorized by the general meeting. (2) The copies of powers of attorney and ballot papers of participants of the general meeting who voted in advance and at the general meeting shall be attached to the minutes. (3) The minutes from the general meeting shall be drawn up within 8 days following the date of the general meeting and shall include: the date, the venue and the time of holding the general meeting, the names of: the chairperson, the secretary of the general meeting, the members of working bodies of the general meeting if appropriate, quorum, agenda, data on the voting procedure and results, and the decisions adopted at the general meeting. Quorum
Article 142

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 65 (1) The quorum of the general meeting shall be constituted of the shareholders holding more than a half of the total voting shares, present in person or represented by proxies or voting by ballot papers. (2) If the required quorum is not attained at the general meeting, it may be reconvened with the same agenda, provided that the notice convening the repeated general meeting must be published at least twice in at least one daily printed media outlet published in Montenegro and on its website, at least ten days prior to holding the repeated general meeting, where the quorum shall be made of shareholders holding at least 33% of the total number of voting shares, who are present either in person or represented by proxies or voting by ballot papers. (3) The repeated general meeting may be held at the latest 30 days following the day of holding the general meeting where the quorum failed to be attained. (4) If the repeated general meeting does not attain the required quorum, the third general meeting may be convened according to the procedure and within the deadlines as for the repeated meeting, however, no quorum is required, and the general meeting shall adopt decisions on all the agenda items irrespective of the number of shares represented. (5) If an approval by shareholders holding shares of a certain class is required for adopting a decision, the decision may be adopted by such shareholders, only if the session is attended by shareholders holding more than a half of the shares of that class. Adoption of Decisions
Article 143
(1) After having voted on each individual decision, the chair of the session shall inform the general meeting about the for and against voting of the present shareholders having a voting right at the general meeting, and on the voting of the shareholders who voted in writing. (2) If requested by shareholders, the chairperson of the session shall establish in the very course of the session the exact number of votes in favour of or against the adoption of a specific decision. (3) The company shall publish on its website accurate voting results as regards specific decisions within 15 days following the date of holding the general meeting. (4) The company shall establish the form and substance of a ballot paper for absentee voting, which must be accessible to shareholders in paper and electronically. (5) The company may not annul written voting of a shareholder who failed to use the form of the prescribed ballot paper, if the identity of the shareholder and how such shareholder voted on individual issues can be established based on voting.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 66 (6) Voting by ballot papers shall be mandatory when members of the board of directors or members of the supervisory board are to be elected and when required so by shareholders or their proxies holding at least 5% of voting rights at the general meeting. (7) The general meeting shall adopt a decision by a majority vote of the shareholders present in person or represented by proxies or voting by ballot papers, save in the cases where another majority is required for adoption of a decision. (8) A ballot paper must contain the data on the company’s registered name, date and venue of holding the general meeting, issues to be voted on, name or registered name of a shareholder, number of votes of a shareholder, the possibility to vote for, or against every issue to be voted on, and if the members of the board of directors or members of the supervisory board are voted on, the name of every candidate to be voted on. (9) A ballot paper must also contain the instructions on the voting procedures and the conditions for proclaiming voting valid or invalid. (10) The shareholders present in person or represented by proxies, who have no voting right as regards deciding on specific agenda items at the general meeting shall be counted in when the quorum is determined, but they shall not be taken into account when decisions are adopted. Shareholders’ Agreement on Voting
Article 144
(1) Shareholders’ agreement on voting shall be an agreement between a certain number of shareholders of the company aimed at determining in advance how they will vote in respect of their shares, in what specific manner and on what specific issues at the general meeting, irrespective if it is concluded with the support of the company’s bodies, association of shareholders or by self-organising of shareholders. (2) The agreement referred to in paragraph 1 of this Article shall be binding only for shareholders that have signed it. (3) The agreement on voting may be concluded for a single general meeting or for a repeated session of the general meeting or for a specific period of time that may not exceed five years. (4) Where the agreement on voting is made, the shareholders shall attend the session of the general meeting in order to vote as agreed or shall appoint a joint proxy with the certified power of attorney in accordance with the law. (5) If the agreement is concluded for a longer period of time, the agreement shall envisage the procedure for reaching the agreement or consent of shareholders in advance, regarding the voting for the forthcoming general meetings, and the

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 67 resolution of possible disputes by selected arbitration or by designating a third party. (6) A counterpart of the agreement of voting shall be provided to the company to be entered in the records, and if the shares of the company concerned are sold in a regulated market, the agreement shall be provided to the Capital Market Commission, too. Electronic Participation in General Meetings
Article 145
(1) Participation in the work of the general meeting may be carried out electronically, as follows:
1) by live broadcast of the general meeting;
2) by two-way communication allowing shareholders to address the general
meeting from another location;
3) electronic voting, before or during the session.
(2) In the events referred to in paragraph 1 of this Article, the company may conduct verification of the identity of a shareholder and the security of electronic communications required for electronic participation of the shareholder in the work of the general meeting. (3) If there are connection disruptions in the course of electronic communications referred to in paragraph 1 of this Article, the chairperson shall adjourn the general meeting and resume it after the cause of the disruptions has been removed. (4) In the event of electronic voting before or in the course of holding the session of the general meeting, the person who has voted shall be sent on the same day an electronic certificate of the receipt of the electronic message used for voting.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 68 Power of Attorney for Voting
Article 146
(1) A shareholder shall be entitled to authorize another person to vote as his proxy at the general meeting or perform other legal acts. (2) The proxy must be authenticated and the signatures on the power of attorney shall be authenticated in accordance with the law. (3) The proxy shall provide one counterpart of the power of attorney to the person responsible for recording powers of attorney immediately before the holding of the general meeting in order for the power of attorney to be recorded in the registration list of shareholders present or represented at the general meeting. (4) One natural person or a legal entity may be a proxy for several shareholders at the general meeting. (5) If it is not explicitly stated in the power of attorney that it is granted for one session and repeated sessions of the general meeting, the power of attorney shall be considered to be granted for all general meeting sessions held until the moment of the revocation of the power of attorney. (6) The proxy shall act in accordance with the instructions given in the power of attorney, and if the power of attorney does not include any instructions, the proxy shall vote conscientiously, at his own discretion and in the best interest of the shareholder who granted the power of attorney. (7) Voting of the proxy shall be binding for the shareholders as if the shareholders voted themselves. (8) The power of attorney may be revoked at any time and the power of attorney shall be considered to be revoked even in the case where a shareholder subsequently grants another power of attorney or votes in person at a session of the general meeting. (9) The proxy shall have the right to ask questions in accordance with Article 124 of this Law. Electronic Granting of the Power of Attorney
Article 147
(1) A joint stock company shall accept a power of attorney provided in electronic form. (2) The power of attorney referred to in paragraph 1 of this Article may be provided electronically and must be signed by electronic signature, as laid down in the law regulating electronic signature.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 69 Proxy Appointment Restrictions
Article 148
The proxy referred to in Article 146 of this Law may be any person with legal capacity, save the company’s controlling shareholder or its auditor. Extraordinary General Meeting
Article 149
An extraordinary general meeting shall be convened if:
1) shareholders, holding at least 5% of voting rights, submit a written request for
holding a general meeting;
2) the board of directors, or members of the supervisory board or shareholders
propose:
a) the company’s economic activity to be changed; b) the company’s core capital to be altered; c) the auditor to be substituted prior to the expiry of the auditor’s term of office; d) a member of the board of directors or a member of the supervisory board to be substituted prior to the expiry of their term of office.
3) there are serious losses of the company or the company is authorised to
purchase its own shares;
4) reorganization, merger, voluntary liquidation or submission of the petition for
initiation of bankruptcy procedure of the company need to be approved;
5) it is requested by the auditor who has resigned;
6) the membership of a member of the board of directors or of a member of the
supervisory board terminates;
7) the board of directors or the supervisory board is of the opinion that a certain
matter should be considered at an extraordinary general meeting. Publishing of the Decisions of the General Meeting
Article 150
(1) Joint stock company shall publish on its website the adopted decisions and the voting results as regards all the agenda items within three days following the ending date of the general meeting. (2) The information referred to in paragraph 1 of this Article must be available on the company’s website for at least 30 days following the date of its publishing. (3) The public joint stock company that fails to act in accordance with paragraphs 1 and 2 of this Article, shall provide the information referred to in paragraph 2 of this
Article to any requesting shareholder within eight days following the receipt of the
request.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 70 (4) If the public joint stock company fails to act in accordance with paragraph 3, the requesting party may, within 30 days, demand the competent court to order the company in non-litigious proceedings to provide the information concerned. Extraordinary General Meeting Convening and Holding
Article 151
(1) Extraordinary general meetings shall be convened and held as laid down in Articles 135 to 143 of this Law, provided that the notice convening the extraordinary general meeting includes proposal decisions to be considered at such general meetings. (2) The company secretary, on behalf of the board of directors or the supervisory board, shall provide the notice convening the extraordinary general meeting following the procedure established by this Law and the articles of association, but no later than 30 days prior to the date of holding the general meeting. (3) In case where the net assets of the company decrease by half or to less than a half of the amount of the company’s core capital, the board of directors or the supervisory board shall convene the company’s extraordinary general meeting within 14 days following the day of becoming aware of that fact by a member of the board of directors or a member of the supervisory board. (4) In the event referred to in paragraph 3, extraordinary general meeting shall be held within 30 days following the date of adopting the decision on convening the general meeting, and decisions proposed may not be adopted unless they have been included as a specific item in the notice convening the general meeting. (5) If a repeated general meeting is convened, shareholders must be informed thereof no later than ten days before the date of holding the general meeting. (6) Extraordinary general meeting may be convened without adhering to the stated deadlines, provided that all the shareholders with the right to vote or their proxies agree with it. Convening General Meeting of a Joint Stock Company by Court
Article 152
(1) Competent court shall adopt the decision on convening a general meeting or an extraordinary general meeting, if:
1) General Meeting has not been held within six months following the end of the
financial year and a shareholder has brought the matter to the competent court;
2) the person entitled to request the convening of a general meeting has turned to
the competent court because the board of directors, or the supervisory board has rejected his request or failed to schedule a session of the general meeting within the prescribed deadline upon his request;

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3) the company’s creditors have requested it from the competent court due to the
failure to convene an extraordinary general meeting in the cases referred to in
Article 149 of this Law.
(2) The decision referred to in paragraph 1 of this Article shall be implemented by the board of directors, or the supervisory board at the expense of the joint stock company, and an appeal against the court decision shall not stay its execution. (3) If the board of directors, or the supervisory board should not act as ordered by the court, the shareholder who proposes holding the general meeting shall be entitled to convene the general meeting at the expense of the joint stock company, in accordance with Articles 135 to 143 of this Law. Nullity of General Meeting Decisions
Article 153
(1) Nullity of general meeting decisions may be imposed by a lawsuit or in any other way by any person having legal interest therein. (2) Competent court may declare the general meeting decision null and void where:
1) the decision is adopted at the meeting not convened in the way laid down in
Article 135 paragraph 1, Article 136, Article 137 paragraphs 1, 2 and 3 and
Article 138 of this Law, unless all the shareholders have voted in favour of such
decision;
2) the decision has not been entered in the minutes as laid down in Article 141
paragraph 3 of this Law;
3) the decision is not in accordance with the regulations which exclusively or
substantially protect the interests of the company’s creditors;
4) the decision is not in accordance with the regulations protecting public interest
and moral of the society.
(3) Decisions of the general meeting recorded with the CRPS, may not be declared null and void on the grounds stipulated in paragraph 1, item 2 of this Article. (4) If the decision of the general meeting is null and void for the reasons specified in paragraph 2, items 1, 3 and 4 of this Article, the nullity may not be referenced to after the expiry of three years following the date of its registration with the CRPS. (5) If the lawsuit for establishing nullity of the general meeting’s decision is filed by the company’s legal representative for reasonable protection of the interests of shareholders and the company, the competent court may on its own appoint the company’s representative in the proceedings related to such lawsuit. (6) If the competent court finds it to be in the best interest of the company, it may appoint a person indicated in the lawsuit for establishing nullity of the decision as the company’s representative referred to in paragraph 5 of this Article.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 72 (7) If the competent court establishes the possibility of damage to occur for the company or conscientious third parties, it shall, based on the lawsuit referred to in paragraph 5 of this Article:
1) impose an injunction to stay the execution or registration of the challenged
decision;
2) order the competent registration authority to make an entry of litigation in
accordance with the registration rules.
(8) If at the time of expiry of the deadline referred to in paragraph 4 of this Article the litigation related to the lawsuit for establishing nullity of the decision is on-going, the deadline shall be extended until the final decision on the lawsuit is made. (9) The proceedings in respect of the lawsuit referred to in paragraph 5 of this Article shall be urgent. Challenging the General Meeting Decisions
Article 154
(1) Shareholders, members of the board of directors, members of the supervisory board, members of the management board or the executive director who have not voted in favour of a general meeting’s decision, may file a lawsuit with the competent court to challenge such decision if:
1) the decision is contrary to this Law or the articles of association of the company;
2) by voting in favour of the challenged decision a shareholder has tried to gain
benefit for himself or a third party to the detriment of the company or other shareholders, unless the challenged decision provides adequate compensation for the damage to other shareholders. (2) The lawsuit referred to in paragraph 1 of this Article may be filed with the competent court within 30 days following the day when the filing person became or could have become aware of such decision, but no later than six months after the adoption of the decision. (3) General Meeting decision may not be challenged if the general meeting adopted a new decision replacing the challenged decision. (4) The court decision annulling the general meeting’s decision shall also annul the legal effects already produced by the decision, unless restitutio in integrum is impossible or would cause excessive hardships for conscientious third persons, provided that conscientious third persons retain the right to compensation for the damage from the company and the persons responsible for the annulment. (5) The proceedings in respect of the lawsuit referred to in paragraph 1 of this Article shall be urgent. (6) The provisions of Article 153 paragraphs 5 and 6 of this Law shall apply mutatis mutandisto the proceedings related to the lawsuit referred to in paragraph 1 of this
Article.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 73 SUBTITLE C BOARD OF DIRECTORS Members and Composition of the Board of Directors
Article 155
(1) The board of directors shall have minimum three members.
(2) Notwithstanding paragraph 1 of this Article, the board of directors of a public joint stock company shall have minimum five members. (3) The number of members of the board of directors shall be determined by the articles of association of the company and must be odd. (4) The board of directors must have minimum one third of independent members, and the board of directors of a public joint stock company must have at least two fifths of independent members. (5) Members of the board of directors shall be registered with the CRPS as prescribed in this Law. (6) A joint stock company that subsequently acquires the status of a public joint stock company shall adapt the number and composition of the members of the board of directors, or the supervisory board to the provisions of paragraphs 2 and 4 of this
Article, within three months following the date of including their securities or other
financial instruments in the trading on a regulated market.
Independent Members of the Board of Directors
Article 156
(1) Independent member of the board of directors (hereinafter: independent director) shall be a person who is not a blood relative in a straight line, a blood relative in a lateral line up to the second degree of kinship, the spouse or the de facto partner of other members of the company’s managing bodies, or shareholders who have significant or majority interest in the core capital and a person who in the period of at least two years prior to the elections for a member of the board of directors:
1) was not a majority owner, owner with significant participating interest in the
core capital, member of a managing body except the body for which he is elected, a procurator, a person employed with the company for the body of which he is elected or with another company connected to that company, for the purpose of this Law;
2) did not receive or claim from the company for the bodies of which he is elected
or from the company connected to that company, for the purpose of this Law, a fee in the total value not exceeding 10% of the annual income of such person.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 74 (2) The calculation referred to in paragraph 1 item 2 of this Article shall not include the fees received in respect of the membership in the board of directors of the companies referred to in paragraph 1, item 2 of this Article. (3) The term of office of an independent director shall be terminated when the conditions referred to in paragraph 1 of this Article cease to be met. Electing Requirements for the Members of the Board of Directors
Article 157
(1) Only a natural person with legal capacity may be elected a member of the board of directors. (2) A member of the board of directors may not be:
1) a person convicted for criminal offences against labour rights, against
intellectual property, against payment transactions and economic activities, against property and against official duty for a period of three years following the date of the final and binding judgment, provided that the time spent in serving the imprisonment sentence is not counted in this period;
2) the company’s auditor or a person who was engaged in conducting the audit of
the company’s financial reports;
3) a person subject to an injunction prohibiting him to carry out the economic
activity that is the predominant economic activity of the company, for as long as such injunction is in effect;
4) company’s executive director, except in the case of a single-member company.
(3) The articles of association of the company may establish other requirements for election of a member of the board of directors. Election of the Members of the Board of Directors
Article 158
(1) The general shareholders meeting shall elect the members of the board of directors. (2) On the occasion of electing the members of the board of directors, each voting share shall provide the number of votes equal to the number of members of the board of directors established by the articles of association of the company. (3) A shareholder or his proxy may give all his votes to one candidate or distribute them to several candidates. (4) A shareholder or shareholders holding jointly no less than 5% of the core capital shall be entitled to nominate candidates for the members of the board of directors. (5) Voting for the members of the board of directors shall be successful if:
1) all the members of the board of directors are elected in the same round of
voting;

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2) independent directors are represented in the same or higher percentage than
the percentage provided in Article 155 of this Law;
3) all and each of the elected members of the board of directors won more votes
than any other not elected candidate.
(6) If the conditions referred to in paragraph 5 of this Article are not met, voting for election of the members of the board of directors shall be repeated two times at most at the same session of the general meeting, provided that the proponents referred to in paragraph 4 of this Article may change their proposals before the repeated voting, in accordance with the Rules of Procedure of the general meeting. Term of Office of the Members of the Board of Directors
Article 159
(1) The members of the board of directors shall be elected for a term set by the articles of association, which shall not be longer than four years. (2) If the articles of association or a decision of the general meeting on appointment of the members of the board of directors do not specify the duration of the term of office, the term of office shall expire at the company’s first ordinary annual session of the general meeting. (3) A member of the board of directors may be reappointed upon the expiry of his term of office. Participation of the Members of the Board of Directors in Profits
Article 160
(1) The members of the board of directors may be entitled to remuneration as a portion of the company’s profit. (2) The portion of the profit of the current year for the members of the board of directors entitled to it shall be calculated against the profit minus uncovered losses from previous years and amounts that are paid in the company’s reserves. (3) As for the public joint stock companies, the amounts referred to in paragraph 2 of this Article shall be presented separately within the company’s annual financial accounts. Powers of the Board of Directors
Article 161
(1) The board of directors shall:
1) manage the company and give guidelines to the executive director with regard
to conducting operations of the company;

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2) adopt the decision on the company’s internal organization and systematization
act;
3) appoint the executive director and the Secretary of the company, if appropriate;
4) establish the business strategy in accordance with the guidelines of the general
meeting;
5) supervise the company’s operations;
6) establish the company’s accounting and risk management policies;
7) appoint persons responsible for conducting internal audit in the company, upon
the proposal by the auditing board, if established within the company;
8) convene the sessions of the general meeting and establish draft agenda
including proposal decisions;
9) establish the amounts of dividends entitled to by specific classes of shareholders
as prescribed by this Law, the articles of association and the decision of the general meeting, as well as the manner and the procedure of their payment;
10) implement the decisions of the general meeting;
11) propose the remuneration policy for the members of the managing bodies;
12) issue and revoke a procura;
13) adopt the executive director’s quarterly reports on the company’s business
operations;
14) carry out other duties in accordance with this Law and the articles of
association of the company.
(2) The board of directors may not delegate duties under its competence to other persons, save additional authorisations provided to it by the articles of association of the company. Duty of Reporting to the General Meeting
Article 162
The board of directors shall submit reports at the sessions of ordinary general meetings regarding the following:
1) accounting and financial situation of the public joint stock company and its
connected companies, if any;
2) compliance of the company’s operations with the law and other regulations;
3) qualifications and independence of the company’s auditor in relation to the
company, if the company’s financial statements were subject to auditing;
4) contracts entered into between the company and its directors and their
connected parties for the purpose of this Law;
5) acquiring own shares of the company;
6) company’s operating results, and overall financial standing of the company,
including the description of the main risks the company is exposed to, including all significant business events occurring after the expiry of the financial year;
7) expected development of the company in the future.
Chairperson of the Board of Directors
Article 163

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 77 (1) The chairperson of the board of directors shall be elected from among the members of the board of directors. (2) The chairperson of the board of directors shall enter into the employment agreement with the executive director and the company secretary. (3) The chairperson of the board of directors shall convene and chair the meetings of the board of directors, propose the agenda and be responsible for minute-taking at the Board meetings. (4) The board of directors may dismiss its chairperson and appoint a new chairperson of the board of directors at any time, without stating the reasons. (5) The chairperson of the board of directors shall be registered with the CRPS. Functioning of the Board of Directors
Article 164
(1) The board of directors shall adopt its Rules of Procedures.
(2) The meeting of the board of directors may be convened by the chairperson of the board of directors personally or if requested by a member of the board of directors. (3) If the chairperson of the board of directors does not convene the meeting of the Board of Director requested as laid down in paragraph 2 of this Article, any member may convene the meeting of the board of directors within 30 days from the date of filing the request. (4) The member of the board of directors who convenes the meeting in accordance with paragraph 3 of this Article shall specify in the request the reasons for convening the meeting and propose an agenda. (5) In case of absence of the chairperson of the Board, any of the members of the board of directors may convene a meeting of the Board and one of them shall be elected to chair the meeting at the beginning of such meeting, by a majority vote of the attending members. (6) The meeting of the board of directors may be held if attended by more than a half of the members, and decisions shall be adopted if at least a half of the present members of the board of directors vote for them. (7) The members of the board of directors shall have equal rights to vote, and in the event of a tie in voting, the vote of the chairperson of the board of directors or the vote of the person conducting chairing shall be deciding. (8) The member of the board of directors shall have no right to vote when the Board is deciding on his liability or work with the company.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 78 (9) The meetings of the board of directors may be held electronically, by telephone, telegraph and fax, or by using other means of audio-visual communication, unless otherwise prescribed by the articles of association or the Rules of Procedure of the board of directors. Liability of the Members of the Board of Directors
Article 165
(1) The members of the board of directors shall be liable for any damage they cause to the company. (2) Notwithstanding paragraph 1 of this Article, the members of the board of directors shall not be liable for the damage of the company incurred due to the implementation of the decisions of the company’s general meeting. (3) If it is established in the course of the procedure for damage compensation that several members of the board of directors are responsible for the damage, the members who are responsible shall be liable jointly and severally for the damage incurred. (4) If the damage occurs as a result of a decision of the board of directors, the members of the board of directors who voted in favour of such decision shall be liable for the damage. (5) In the case referred to in paragraph 4 of this Article, the member of the board of directors who did not attend the meeting of the board of directors where the decision was adopted and did not vote in favour of such decision in another way shall be liable for the damage incurred, unless he files an objection to the decision in writing within eight days following his becoming aware of its adoption. Committees of the Board of Directors
Article 166
(1) The board of directors may establish committees for nomination, for remuneration policy and other committees to perform specific expert duties under the competence of the board of directors. (2) Members of the committees may be the members of managing bodies and other natural persons with appropriate knowledge and work experience relevant for the work of the committee. (3) Committees may not take decisions regarding issues under the competence of the board of directors. (4) Committees shall regularly report on their work to the board of directors, in accordance with the decision on their establishing.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 79 Composition of Committees
Article 167
(1) Committees shall have odd number of members and at least three members. (2) One member of each committee must be an independent director. Decision Making by Committees
Article 168
(1) Committees may adopt a decision when majority of the total number of members take part in voting. (2) In the event of a tie vote, the vote of the chair of the committee shall be deciding. Nominating Committee
Article 169
The Nominating Committee shall:
1) prepare the nomination of the candidate for the executive director, including its
opinion and recommendation for appointment;
2) give opinion on the candidates nominated for members of the managing bodies,
if required;
3) at least once a year draw up a report on appropriateness of the composition and
the number of members of the managing bodies and give opinion;
4) give opinion on the company’s human resources policy with regard to the
appointment of its top management persons and perform other duties in connection with the human resources policy of the company entrusted to it by the board of directors.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 80 Remuneration Committee
Article 170
The Remuneration Committee shall:
1) prepare a draft decision on the remuneration policy for the company’s
managing bodies;
2) give proposal on the amount and structure of remuneration for each member of
the managing bodies and other bodies of the company;
3) give recommendations to managing bodies on the amount and structure of
remuneration for the top management of the company and perform other duties in connection with the remuneration policy of the company entrusted to it by the board of directors. Termination of Membership in the Board of Directors
Article 171
(1) The term of office of the member of the board of directors shall terminate:
1) upon the expiry of the period of his appointment;
2) when he ceases to meet the conditions for membership in the board of directors
referred to in Article 157 of this Law;
3) by submitting resignation;
4) by dismissal by the general shareholders meeting.
(2) The member of the board of directors may submit a written resignation before the expiry of his term of office, by notifying the board of directors thereof 15 days prior to holding the meeting of the board of directors. (3) The resignation referred to in paragraph 2 of this Article shall have legal effect as of the date of appointment of a new member of the board of directors. (4) The company’s general meeting may adopt a decision on dismissal of a member of the board of directors at any time, without specifying special reasons for such dismissal. (5) If the term of office is terminated by the decision on dismissal referred to in paragraph 4 of this Article, such person shall be entitled to severance pay in accordance with the agreement entered into with the company. (6) The termination of membership in the board of directors shall be registered with the CRPS, within 15 days following the termination of membership. (7) In case of termination of the membership in the board of directors in one of the events referred to in paragraph 1 of this Article, a new member of the board of directors shall be elected within 60 days following the registration date of the termination of the membership in the board of directors.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 81 SUBTITLE D EXECUTIVE DIRECTOR Appointing of Executive Director
Article 172
(1) Executive Director shall be appointed by the board of directors of the company. (2) The person meeting the conditions established by the company’s articles of association and Article 157 of this Law may be appointed as the executive director. (3) The executive director may not be a member of the board of directors, except in the case of a single-member company. Powers of the Executive Director
Article 173
(1) The executive director shall:
1) represent the company;
2) conclude contracts on behalf of the company;
3) organize and conduct the company’s operations;
4) manage the company’s assets;
5) implement the decisions of the board of directors;
6) decide on disposing of the company’s financial resources;
7) decide on labour related rights and obligations of employees;
8) submit quarterly reports on the current operations of the company and other
reports;
9) perform other duties established by the law and the articles of associations of
the company.
(2) The executive director shall carry out the duties of the company secretary, if the company secretary is not appointed. (3) The executive director shall neither grant the power of attorney for representation nor represent the company in a dispute where he is the counterparty. (4) The agreement on the employment of the executive director with the company shall be concluded between the chairperson of the board of directors and the executive director for the period until the expiry of the term of office. (5) Salary and other remuneration for the work of the executive director shall be set by the board of directors, in accordance with the remuneration policy.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 82 Termination of Office of the Executive Director
Article 174
(1) The executive director’s term of office shall terminate upon the expiry of the period of his appointment, in accordance with the agreement concluded with the chairperson of the board of directors. (2) The executive director’s term of office shall also terminate in the event the conditions determined by this Law cease to be met. (3) The board of directors may dismiss the executive director before the expiry of his term of office without specifying the reasons thereof, and in such case the executive director may request severance pay in accordance with the agreement concluded with the chairperson of the board of directors. (4) Executive Director may resign before the expiry of his term of office by giving a written notice to the board of directors at least 15 days prior to the submission of the resignation. (5) The resignation shall take effect in relation to the company as of the date of its service, unless a later date is stated in the notice of resignation. (6) The termination of the term of office of the executive director shall be registered with the CRPS, within 15 days following the date of meeting the registration requirements. (7) In the events referred to in paragraphs 1 to 4 of this Article, the board of directors shall appoint an acting executive director until a new executive director has been appointed, in accordance with this Law. (8) If the board of directors has not appointed an acting executive director, the executive director whose term of office terminated shall continue working until a new executive director or a temporary representative has been appointed. (9) The board of directors shall appoint a new executive director within 60 days following the registration date of the termination of the executive director’s term of office with CRPS. (10) The authority responsible for registration shall record the resignation of the executive director. Appointing a Temporary Representative
Article 175
(1) If a new executive director is not appointed in the events referred to in Article 174 of this Law within 60 days following the registration date of the termination of the term of office of the executive director with the CRPS, a shareholder or another

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 83 stakeholder may seek from a competent court to appoint a temporary representative with all the rights and obligations of the executive director. (2) The requesting party referred to in paragraph 1 of this Article may propose a person to be appointed as a temporary representative, but such proposal shall not be binding for the court. (3) Temporary representative of the company must meet the requirements referred to in Article 172 of this Law. (4) The court shall take a decision on appointing the temporary representative no later than eight days following the receipt date of the request. SUBTITLE E SUPERVISORY BOARD Members of the Supervisory Board
Article 176
(1) The supervisory board shall have minimum three members.
(2) Notwithstanding paragraph 1 of this Article, the supervisory board of the public joint stock company shall have minimum five members. (3) The number of members of the supervisory board shall be set by the articles of association and it must be odd. (4) The members of the supervisory board shall be registered with the CRPS in accordance with this Law. Requirements for the Members of the Supervisory Board
Article 177
(1) The persons meeting the requirements referred to in Article 157 of this Law may be appointed as the members of the supervisory board. (2) Members of the supervisory board may not be the persons employed with the company, the members of the company’s management board or the company’s procurators. Independent Members of the Supervisory Board
Article 178
(1) A joint stock company must have at least one third of independent members of the supervisory board, and as for the supervisory board of the public joint stock company, independent members must make at least two fifths of the members.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 84 (2) The provisions of Article 156 of this Law shall apply mutatis mutandis to independent members of the supervisory board. Election and Term of Office of the Members of the Supervisory Board
Article 179
(1) The members of the supervisory board shall be elected by the general meeting. (2) Candidates for the members of the supervisory board may be nominated by shareholders who jointly hold minimum 5% of the core capital. (3) Election of the members of the supervisory board shall be carried out in accordance with Article 158 of this Law. (4) The provisions of Articles 159 and 160 of this Law shall apply mutatis mutandis to the term of office of the members and termination of membership in the supervisory board. Remuneration of the Members of the Supervisory Board
Article 180
The members of the supervisory board shall be entitled to remuneration in accordance with Article 133, paragraph 1, item 6 of this Law. Powers of the Supervisory Board
Article 181
(1) The supervisory board shall:
1) establish the company’s business strategy and oversee its implementation;
2) pprovide guidelines for work of the management board, establish the
company’s accounting and risk management policies;
3) appoint the members and the chairperson of the management board and the
company secretary, if any within the company;
4) adopt the management board reports on the company’s business operations,
endorse financial statements and submit them to the general meeting for adoption;
5) grant and revoke a procura;
6) appoint the company’s internal auditor;
7) convene general meeting sessions and establish a draft agenda;
8) decide on the acquisition of own shares in accordance with this Law;
9) propose the remuneration policy for the managing bodies to the general
meeting;
10)elect the chairperson of the supervisory board; 11)submit reports to the general meetings in accordance with Article 162 of this Law;

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 85 12)carry out other duties in accordance with this Law and the articles of association of the company. (2) The supervisory board may not transfer the duties under its competence, save the additional authorisations delegated to it by the articles of association. Chairperson of the Supervisory Board
Article 182
(1) The provision of Article 163 of this Law shall apply mutatis mutandis to the election of the chairperson of the supervisory board. (2) The chairperson of the supervisory board shall enter into the employment agreement with the chairperson of the management board and the company secretary. Functioning of the Supervisory Board and Responsibilities of its Members
Article 183
(1) The supervisory board shall adopt the Rules of Procedure.
(2) The provisions of Articles 164 and 168 of this Law shall apply mutatis mutandis to the functioning and liability of the supervisory board. Committees of the Supervisory Board
Article 184
The supervisory board may establish committees to perform specific expert duties under its competences (nominating committee, remuneration policy committee and other committees) as prescribed in Articles 166 to 170 of this Law. SUBTITLE F MANAGEMENT BOARD Composition of the Management Board
Article 185
(1) The management board shall have minimum three members.
(2) The number of the members of the management board shall be set by the articles of association and it must be odd. (3) The members of the management board shall be registered with the CRPS in accordance with this Law.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 86 Requirements for the Members of the Management Board
Article 186
(1) The persons meeting the requirements referred to in Article 157 of this Law may be appointed as the members of the management board. (2) The members of the management board may not be the persons who are the members of the company’s supervisory board. Appointment and Term of Office of the Members of the Management Board
Article 187
(1) The members of the management board shall be appointed by the supervisory board, in accordance with the articles of association of the company. (2) The members of the management board shall be appointed for a period determined by the articles of association, which may not be longer than four years. (3) If the articles of association or the decision of the supervisory board on the appointment of the members of the management board specify no duration of the term of office, the term of office shall run for one year. (4) A member of the management board may be reappointed upon the expiry of his term of office. Remuneration of the Members of the Management Board
Article 188
(1) The members of the management board shall be entitled to remuneration for their work. (2) Remuneration for the work of the members of the management board shall be determined in accordance with Article 133, paragraph 1, item 6 and Article 160 of this Law. Powers of the Management Board
Article 189
(1) The management board shall:
1) conduct the company’s business operations;
2) establish the company’s internal organisation, with the consent of the
supervisory board;
3) oversee the keeping of the company’s business books and preparing of the
company’s financial statements;

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4) propose the agenda for the sessions of the general meeting to the supervisory
board;
5) calculate the level or the amount of dividends, determine the date, the manner
and procedure of their payment, in accordance with the decisions of the general meeting;
6) implement the decisions of the general meeting and the decisions of the
supervisory board;
7) submit quarterly reports on the company’s current business operations to the
supervisory board;
8) carry out other duties and adopt decisions in accordance with this Law, the
articles of association, the decisions of the general meeting and the decisions of the supervisory board. (2) The powers of the management board may not be delegated to the supervisory board of the company. Termination of Membership in the Management Board
Article 190
The provisions of Article 171 of this Law shall apply mutatis mutandis to the termination of the membership in the management board. Chairperson of the Management Board
Article 191
(1) The hairperson of the management board shall represent the company and manage the operations of the company in line with the instrument of constitution, the articles of association and the decisions of the general meeting, or the supervisory board of the company. (2) The chairperson of management board shall be nominated by the supervisory board. (3) The chairperson of the management board shall coordinate the work of other members of the management board, organize and conduct the company’s business operations, convene and chair management board meetings, propose the agenda, be responsible for minute-taking of the board sessions and perform the duties of the company secretary, if the company secretary is not appointed. (4) The chairperson of the management board shall ensure legality of the company’s operations, comply with the guidelines and implement the decisions and orders of the supervisory board and the management board with regard to managing the company’s assets and internal organization of the company, or the business operations of the company.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 88 (5) The chairperson of the management board shall neither grant the power of attorney for representation nor represent the company in a dispute in which he is the counterparty. (6) The employment of the executive director shall be established by a contract, concluded with the chairperson of the supervisory board for a period until the expiry of the term of office. (7) The supervisory board may dismiss the chairperson of the management board, but his membership in the management board shall not be terminated. (8) The termination of the term of office shall be registered with the CRPS within 15 days following the termination date, and the chairperson of the management board whose term of office is terminated shall continue to work until a new chairperson of the management board or a temporary representative has been appointed. (9) The supervisory board shall appoint a new chairperson of the management board within 60 days following the registration date of the termination of the term of office of the chairperson of the management board with the CRPS. Appointing of Temporary Representative
Article 192
(1) If a new chairperson of the management board is not appointed within 60 days following the registration date of the termination of the term of office referred to in
Article 191 paragraph 8 of this Law, a shareholder or another stakeholder may seek
from a competent court to appoint a temporary representative of the company with all the rights and obligations of the chairperson of the management board. (2) The requesting party referred to in paragraph 1 of this Article may propose a person to be appointed as a temporary representative, but such proposal shall not be binding for the court. (3) Temporary representative of the company must meet the requirements referred to in Article 186 of this Law. (4) The court shall adopt a decision on appointing the temporary representative no later than eight days following the receipt date of the request. Functioning of the Management Board
Article 193
The provisions of Articles 164 and 165 of this Law shall apply mutatis mutandis to the functioning of the management board and the responsibilities of the members of the management board.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 89 SUBTITLE G COMPANY SECRETARY Appointment and Term of Office of the Company Secretary
Article 194
(1) A joint stock company may have a company secretary, appointed by the board of directors, or the supervisory board. (2) The bodies of the company referred to in paragraph 1 of this Article shall determine the salary or remuneration of the company secretary in accordance with this Law. (3) The company secretary need not be employed with the company. Powers of the Company Secretary
Article 195
Unless otherwise provided by the articles of association or the decision on appointment of the company secretary, the company secretary shall:
1) prepare sessions of the general meeting and take minutes;
2) prepare materials for meetings of the board of directors, the management board
and the supervisory board and take minutes;
3) keep the documentation, minutes and decisions from the sessions referred to
in items 1 and 2 of this Article;
4) enable inspection of acts and documents to company’s shareholders and
communicate directly with shareholders on behalf of the company. SUBTITLE H AUDITOR Financial Report Auditing
Article 196
(1) The company’s financial report shall be audited upon the expiry of the financial year and prior to holding of the ordinary general meeting, as laid down in the law. (2) The audit of the report referred to in paragraph 1 of this Article shall be conducted by an independent auditor, who meets the requirements prescribed by the law.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 90 Appointment of Auditor
Article 197
(1) The auditor shall be appointed by the general shareholders meeting for a term specified in the articles of association, but not exceeding one year. (2) Shareholders holding minimum 5% of the core capital shall be entitled to nominate candidates for the company’s auditor. Auditor Rights, Obligations and Liability
Article 198
(1) In the course of conducting the audit, the auditor shall be entitled to inspect at the agreed time all business books of the company and shall be entitled to request from the members of the board of directors, or members of the supervisory board and the management board, the executive director and other company’s employees explanations and data necessary to prepare the audit report. (2) The auditor shall have the right to attend the general meeting and give explanations and answers to the questions asked in relation to the qualifications and opinion given in the audit report. (3) At the annual general meeting, the summary of the audit report shall be read, and it shall be available for inspection to all the shareholders at such general meeting. Termination of Contract with Auditor by the Company
Article 199
(1) By a decision of the general meeting adopted by majority votes, the auditor may be dismissed before the expiry of the term of his appointment. (2) The decision on dismissal shall be submitted to the CRPS for registration within seven days of the date of adopting the decision on termination of the contract with the auditor. Termination of the Contract with the Company by the Auditor
Article 200
(1) Auditor may terminate the contract prior to the expiry of the agreed term by giving a written notice to the company of the contract termination, which shall include the statement that the contract is being terminated for the reasons that the company’s shareholders or creditors need not be informed of. (2) The auditor shall provide a copy of the notice to the CRPS for registration within 7 days from delivering the notice on contract termination to the company.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 91 (3) If the notice of termination of the contract contains a statement that the contract is terminated due to the circumstances that require informing the shareholders or creditors, the company shall provide a copy of the notice to every person entitled to receive copies of financial reports within 7 days from receiving the notice. (4) If the notice contains a statement on the circumstances which require informing of the shareholders or creditors, the auditor may request that the general meeting is convened to explain such circumstances, for the purpose of informing the creditors and shareholders. (5) In the event referred to in paragraph 4 of this Article, the board of directors or the supervisory board shall convene the general meeting within 28 days following the date of receiving the notice on contract termination. (6) The auditor may prepare a written report for the general meeting, which shall be considered at the general meeting referred to in paragraph 5 of this Article, or the first following general meeting. Prohibition to Influence the Work of the Auditor
Article 201
The company shall not influence the work of the auditor in the course of conducting audit. Title VI JOINT STOCK COMPANY CAPITAL SUBTITLE A SHARES Definition of Shares
Article 202
(1) A share shall mean a security representing a participating interest in the ownership of its issuer. (2) Shares shall be issued, acquired and transferred in dematerialized form and registered with the registry of securities CKDD, in accordance with the law regulating the capital market. (3) A share shall not be divisible. (4) If a share is held by several persons, all its holders shall be considered as a single shareholder and the rights carried by such share shall be exercised by one of the holders with the consent of other holders.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 92 (5) In the event referred in paragraph 4 of this Article, the holders of a share shall be severally and jointly liable for the obligations they have as shareholders. (6) The nominal value as well as market value of the share shall be denominated in Euro. (7) Shares of joint stock companies shall be issued in the name of the holder and must be recorded with the Capital Market Commission and registered with the CKDD. (8) The shares of a company under bankruptcy proceedings may be acquired. (9) Shares shall be classified by the rights they carry pursuant to the law, the articles of association or the company’s decision adopted in their issuing procedure. Nominal Value of the Share
Article 203
(1) A company may issue shares with or without nominal value.
(2) Nominal value of a share shall be the value designated by the decision on issuance of shares. (3) If a company should issue shares without nominal value, all the company shares must be without the nominal value. (4) A company may not issue shares below the nominal value, and if shares do not have the nominal value, the shares may not be issued below the accounting value. Pre-emptive Right to Purchase Shares
Article 204
(1) Where the capital is increased by monetary contributions, the shares must be offered on a pre-emptive basis to the current shareholders, in proportion to the number of shares they own. (2) Only the shareholders that had such status on the day of the adoption of the decision on the increase in capital shall be deemed to be the shareholders referred to in paragraph 1 of this Article. (3) If the shareholders referred to in paragraph 2 of this Article sell their shares, they shall lose the pre-emptive right and such right shall not be transferred to the buyer of the shares. (4) If the company has several classes of shares or other equity securities, the rights of such other classes must be represented by offering them shares so as to maintain the proportional share in the capital of the company.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 93 (5) The decision on the right of pre-emption may be adopted only at the general meeting, attended by shareholders holding at least two thirds of shares, by majority of present or represented shareholders with voting right. (6) The terms of offer of shares made on a pre-emptive basis, including the period within which this right must be exercised, shall be published in the Official Gazette of Montenegro and at least twice in a daily printed media outlet in Montenegro, within the period of minimum five and maximum ten days between the publications. (7) The right of pre-emption must be exercised within a period of at least 30 days following the date of publication of the offer or the date of providing the notice to the shareholders, whichever is later. (8) The right of pre-emption may not be exercised upon the expiry of the deadline referred to in paragraph 7 of this Article. (9) The right of pre-emption may be modified or withdrawn only by a decision of the general meetings, adopted in accordance with Article 131, paragraph 1, item 16 of this Law. (10) In the event referred to in paragraph 9 of this Article, the board of directors, or the supervisory board shall submit to the general meeting a written report indicating the reasons for restricting or withdrawing the right of pre-emption and explaining the proposed initial price of the shares. (11) The decision referred to in paragraph 9 of this Article shall be delivered to the CRPS for registration within seven days following the day of its adoption. Types of Shares
Article 205
A joint stock company may issue ordinary and preference shares, depending on the rights given to the holders of the shares. Ordinary Shares
Article 206
(1) Ordinary shares shall mean the shares giving their holders the rights referred to in Articles 122 and 123 of this Law, and other rights prescribed by this Law and the articles of association of the company. (2) Ordinary shares may not be converted into preference shares or other securities.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 94 Preference Shares
Article 207
(1) Preference shares shall be the shares giving their holders the following:
1) the right to a dividend in a predetermined pecuniary amount or as a percentage
of the nominal value of the preference share, payable prior to the dividend to the holders of ordinary shares;
2) the right of priority in distributing residual assets upon liquidation, or
bankruptcy of the company over the holders of ordinary shares;
3) property and non-property rights prescribed by this Law, the articles of
association of the company or the decision on their issue, including the restrictions as laid down in Article 208 of this Law; (2) Preference shares may be cumulative or non-cumulative. (3) The holder of a cumulative preference share shall be entitled to dividend established for that share, and if profit is not generated or is not sufficient to pay the dividend amount, the unpaid portion shall be payable in the coming business years when profit has been sufficient for payment. (4) As for the non-cumulative preference share, unpaid dividend may not be transferred as the company’s liability or a shareholder’s right to the next business year. (5) Preference shares may be converted into ordinary shares, provided that the company pays all outstanding liabilities to holders of preference shares prior to converting the preference shares into ordinary shares. (6) The total nominal value of preference shares issued may not be in excess of 50% of the company’s core capital. Rights of Preference Shareholders
Article 208
(1) Shareholders who are the holders of preference shares shall be entitled to participate in the general meeting, without voting rights. (2) Notwithstanding paragraph 1 of this Article, preference shareholders shall also have one vote per share at a general meeting within their respective class of shares as regards the following:
1) increase or reduction of the total number of shares of that class;
2) change of any preferential right attached to the shares of that class;
3) subdivision or consolidation of shares of that class or their exchange for shares
of another class;
4) issue of a new class of shares carrying greater rights than those attached to the
shares of that class, or change of the rights attached to shares of another class so that they carry rights equal to or greater than those attached to the shares of that class;

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 95
5) restriction or exclusion of the existing right of pre-emption to purchase and the
existing voting right of the shares of that class, if such right is established by the articles of association in accordance with paragraph 3 of this Article. (3) The articles of association of a joint stock company may stipulate that holders of preference shares have the voting right together with the holders of ordinary shares if the dividend they are entitled to under the decision of the general meeting has not been paid, until the payment of such dividend, in proportion to the share of preference shares in the core capital of the company. SUBTITLE B BONDS Definition of Bonds
Article 209
(1) A bond of a joint stock company is a fixed income security entitling its holder to receive interest and other entitlements specified by the issue of the bond or in the agreement on bond redemption. (2) A bondholder shall be repaid the amount of the principle equal to the agreed value as of maturity date. (3) The decision to issue bonds, except for convertible bonds, shall be adopted by the general meeting by a majority vote of shareholders present or represented or by the board of directors, or the supervisory board, if it is stipulated by the articles of association. (4) A joint stock company shall redeem bonds on the agreed date, whereas the decision on the issue of bonds may also establish the right of the company to redemption of bonds prior to maturity. Convertible Bonds
Article 210
(1) A convertible bond shall be a bond that may be exchanged for a share of the company. (2) The decision on issue of convertible bonds shall be adopted by the general meeting attended by two thirds of shareholders in person or represented by proxies or voting by ballot papers. (3) The decision referred to in paragraph 1 of this Article must establish the number of shares allocated in respect of each convertible bond. (4) Shareholders shall have a pre-emptive right to purchase convertible bonds commensurate with the number of shares they hold in the joint stock company.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 96 (5) The pre-emptive right to purchase convertible bonds referred to in paragraph 4 of this Article may be exercised in the period of no less than 30 days following the day of the publication of the proposal to issue convertible bonds or the day of providing the notice to shareholders, whichever is later. (6) The pre-emptive right to purchase convertible bonds held by the existing shareholders may be restricted or withdrawn by a decision of the general shareholders meeting in accordance with Article 133, paragraph 1, item 16 of this Law. (7) Prior to the adoption of the decision referred to in paragraph 6 of this Article, the company’s board of directors or supervisory board shall submit to the general meeting a written statement specifying the reasons for restricting or withdrawing the pre-emptive right to purchase convertible bonds. (8) The decision referred to in paragraph 2 of this Article shall be published in the Official Gazette of Montenegro. (9) The provisions of paragraphs 1 to 8 of this Article shall apply to the issue of other securities that can be converted into shares or granting the right to acquire shares. SUBTITLE C INCREASE OF CORE CAPITAL OF A JOINT STOCK COMPANY Manner of Increasing Capital
Article 211
Core capital of a joint stock company may be increased:
1) by additional contributions of the present or new shareholders;
2) conversion of claims and convertible securities to shares;
3) from the reserves and undistributed profits of the company;
4) by status change.
Capital Increase by Additional Contributions
Article 212
(1) A company may increase its core capital by additional contributions of its shareholders or other persons to whom it shall issue new shares. (2) In the event of capital increase by non-monetary contributions, the capital value shall be appraised in accordance with Article 58 of this Law.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 97 Conversion of Convertible Securities into Shares
Article 213
(1) If a company issued convertible bonds, its core capital may be increased by issuing new shares, for which convertible bondholders can exchange their bonds. (2) The provision of paragraph 1 of this Article shall also apply to other securities convertible into shares or granting the right to acquire shares. Capital Increase from the Reserves and Undistributed Profits
Article 214
(1) Core capital may be increased from the reserves and undistributed profits of the company, provided that it is not contrary to the purpose of the reserves and if the company does not have uncovered losses according to the last annual account. (2) The shares issued in accordance with paragraph 1 of this Article shall be allocated to the shareholders that were shareholders on the day when the general meeting adopted the decision on the increase in the core capital of the company from the reserves of the company or undistributed profits of the company, proportionally to their holding in the total number of company’s shares. (3) The company may increase its core capital from undistributed profits and reserves remaining after the losses have been covered. Capital Increase Requirements
Article 215
(1) The company's capital may be increased pursuant to the decision on the new issue of shares, provided that the general meeting is attended by shareholders or their representatives holding at least two thirds of the shares. (2) The decision on increase of core capital shall be adopted individually for each class of shares, in view of protecting the rights of shareholders. Capital Increase Registration and Publication
Article 216
(1) If a decision on capital increase referred to in Article 215 of this Law is adopted, the articles of association must be amended and such amendments shall be registered with CRPS, after the shares have been subscribed and paid for, within 15 days following the date of adopting the decision of the Capital Market Commission confirming the successfulness of the issue.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 98 (2) The core capital shall be considered increased as of the date of registering the amendments to the articles of association with the CRPS. Amount of Approved Core Capital Increase
Article 217
(1) The articles of association of the company or a decision of the general meeting adopted by a two-third majority of the shareholders present in person or represented by proxies or voting by ballot papers may authorize the board of directors, or the supervisory board to adopt a decision on the issue of shares. (2) The articles of association of the company or a decision of the general meeting shall establish the amount of approved core capital increase and the deadline until which the authorization of the board of directors or the supervisory board is valid, which may not exceed five years from the date of adoption or amendments of the articles of association based on which the decision on the approved core capital increase is adopted, or from the date of adoption of the decision by the general meeting. (3) By the decision of the general meeting, the approval of capital increase may be extended several times by a period up to five years per every approval. (4) The amount of the approved capital increase must be less than the amount of the portion of core capital comprised of issued ordinary shares. Dividend Distribution in the Form of Shares
Article 218
(1) If the company is paying out dividends in the form of shares, shareholders shall be entitled to receive such shares without a consideration, and their number must be proportionate to the total number of shares they hold. (2) The shares issued in the event referred to in paragraph 1 of this Article shall carry the same rights as other shares of that class. SUBTITLE D REDUCTION OF CORE CAPITAL Manner of Reducing Capital
Article 219
A joint stock company core capital may be reduced by:
1) withdrawal and cancellation of shares;
2) reduction of nominal value of shares.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 99 Adoption of the Decision on Core Capital Reduction
Article 220
(1) The core capital of the company may be reduced by a decision of the general meeting adopted by minimum two-third majority of the shareholders present in person or represented by proxies or voting by ballot papers. (2) If the company issued shares of different classes, the decision of the general meeting shall be adopted individually for each class of shares, in view of protecting the rights of shareholders. (3) The notice convening the general meeting shall include the reasons for the reduction of core capital, and the manner how it is to be carried out. (4) The decision of the general shareholders meeting to reduce the core capital shall be provided to the CRPS for registration, within 15 days following the date of adopting the decision. (5) The core capital shall be considered reduced when the articles of association amendments have been registered with CRPS. (6) The decision on core capital reduction shall be published in the Official Gazette of Montenegro. Protection of Creditors
Article 221
(1) After the adoption of the decision on core capital reduction, the company shall deliver a written notification thereof to each creditor known to the company, whose individual claim amounts to no less than 10,000 euro as of the date of publication of the decision. (2) Creditors whose claims antedate the publication of the decision on the company’s core capital reduction, regardless of the due date, may in writing demand from the company to obtain security for claims within 60 days from the delivery date of such notification or from the publication date of the notification in the Official Gazette of Montenegro, whichever is later. (3) Creditors may request the payment of their claims within the period referred to in paragraph 2 of this Article. (4) If the creditors referred to in paragraphs 2 and 3 of this Article were not given the requested security, and their claims were not paid, the creditors may seek from the competent court to adopt a decision on securing the claim or payment of the claim, if they demonstrate that the payment of the claim is jeopardized by the core capital reduction.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 100 (5) The company may not pay funds to shareholders until the creditors have been satisfied or until the court has established that their claims are not grounded. Safeguards for Creditors
Article 222
(1) The company shall not provide safeguards for its liabilities to creditors, if their claims are already fully and reliably secured. (2) The company need not provide safeguards for its liabilities to creditors if aggregate claims of creditors, after the reduction of the core capital of the company, exceed the net asset value of the company valuated by an independent appraiser. (3) The company need not provide safeguards to creditors when the purpose of the reduction of capital is to offset losses and in the event of core capital reduction without change in the company’s net assets. Core Capital Reduction without Change in the Company Net Assets
Article 223
(1) The company’s net assets shall not change in the event of core capital reduction aimed at:
1) creating or increasing reserves to offset future company losses or to increase
core capital from the company’s net assets;
2) covering losses.
(2) The reserves referred to in paragraph 1, item 1 of this Article may not exceed 10% of the core capital value, after the core capital reduction. (3) The company’s core capital reduction referred to in paragraph 1, item 2 of this
Article, may be made only if the company does not have undistributed profits or
reserves that may be used for such purposes and in the amount not exceeding the amount of losses to be covered. (4) The safeguards of creditors in reducing core capital without changing the company’s net assets shall be ensured in accordance with Article 221 of this Law. Maximum Amount of Core Capital Reduction
Article 224
The company’s core capital may not be reduced bellow the amount of the minimum founding capital prescribed by this Law.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 101 SUBTITLE E OWN SHARES Manner of Acquiring Own Shares
Article 225
(1) Own shares shall be the shares acquired by a joint stock company from its shareholders. (2) Own shares may not be subscribed for by the company itself. (3) Company’s shares may not be subscribed for by its controlled company or by a third person acting in his own name but on behalf of the controlled company. (4) If the company’s shares are subscribed by a third person acting in his name and on behalf of the company, it shall be deemed that such third person subscribed the shares on his own behalf. (5) If a controlled company acquired shares of a parent company before the control establishing, for the purpose of this Law these shares shall not be deemed own shares after the control has been established. (6) In the event referred to in paragraph 5 of this Article, shares shall cease to carry voting right, and shall be taken into account for determining the requirements referred to in Article 226, paragraph 1, item 2. (7) The founding shareholders, and in the case of core capital increase the members of the board of directors, or the supervisory board shall be liable for the payment or making of contributions for shares not subscribed as laid down in paragraphs 1 and 2 of this Article. Conditions for Acquisition of Own Shares
Article 226
(1) A company may acquire own shares directly or through a third person acquiring the shares in his own name but on the company’s behalf, if:
1) the general meeting adopted a decision authorising the acquisition of own
shares;
2) acquisition of own shares shall not result in the company’s net assets to be lower
than the paid in core capital increased by the reserves the company is to maintain in accordance with the law or the articles of association, if such reserves exist, other than the reserves earmarked under the articles of association for acquisition of own shares;
3) shares that the company acquires, purchases and holds, and the shares
purchased by a person in his own name but on the company’s behalf, including previously acquired shares, may not exceed 10% of the company’s core capital;
4) shares acquired by the company are fully paid up.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 102 (2) Upon each acquisition of own shares, the board of directors or the supervisory board shall check if the requirements referred to in paragraph 1, item 2 of this
Article have been met, and produce a written report thereon.
Content of the Decision on Acquisition of Own Shares
Article 227
Decision on acquisition of own shares must include:
1) the maximum number of shares that may be purchased;
2) the minimum price and the maximum price of shares that may be paid;
3) the period for purchasing own shares, which may not be longer than two years.
Acquisition of Own Shares without the Decision of the General Meeting
Article 228
(1) The board of directors, or the supervisory board may adopt a decision on acquisition of the company’s own shares, if acquisition of own shares is envisaged by the articles of association and if it is necessary to protect the company against damage, provided the shares acquired may not exceed 10% of the company’s core capital. (2) The board of directors or the supervisory board shall submit at the next session of the general meeting a report on the reasons for acquisition of the company’s own shares, the number and nominal value of acquired shares, their share in the total core capital of the company and the price at which those shares were redeemed. Exemptions regarding the Acquisition of Own Shares
Article 229
The provisions of Article 226 of this Law shall not apply on own shares acquired:
1) in carrying out the decision of the general meeting to reduce core capital;
2) as a result of universal legal succession;
3) free of charge or by banks or other financial institution as purchasing
commission;
4) by virtue of a legal obligation or resulting from a court ruling for redemption of
shares from minority shareholders in the event, particularly, of a merger, a change in the company's object or form, transfer abroad of the registered office, or the introduction of restrictions on the transfer of shares;
5) from minority shareholders in associated companies as a result of the right they
exercise;
6) in the procedure of involuntary sale based on a court ruling for paying debt to
the joint stock company by shareholders, if there are no other ways for collection;
7) by investment funds.

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Article 230
(1) Own shares acquired by the company in accordance with Article 226 of this Law must be disposed of within three years from the date of acquisition. (2) Own shares acquired by the company in accordance with Article 229, items 2 to 7 of this Law, whose nominal value exceeds 10% of core capital must be disposed of within three years from the date of acquisition, so the total value of the acquired own shares does not exceed 10% of core capital. (3) Own shares not acquired by the company in accordance with the provisions of
Article 226 or Article 229 items 2 to 7 of this Law must be disposed of within a year
following the acquisition date.
(4) The company shall cancel own shares not disposed of in accordance with paragraphs 1, 2 and 3 of this Article within three days from the date of expiry of the deadline referred to in paragraph 1 of this Article, without the decision of the company’s general meeting and inform the Capital Market Commission and CKDD on cancellation of own shares within three days. (5) In the event that the cancellation of shares referred to in paragraph 4 of this Article would result in the net assets of the company to be lower than its core capital, plus reserves that can be used to pay shareholders, in accordance with this Law, the company shall carry out the cancellation of shares by reducing core capital of the company in accordance with this Law. (6) The board of directors, or the supervisory board shall adopt the decision referred to in paragraph 4 of this Article. Status of Own Shares
Article 231
In the course of holding of own shares by the company:
1) the nominal value of such shares, or accounting value in case of shares with no
nominal value, may remain included in the core capital of the company or excluded from such capital, providing that in such case the reserves that cannot be paid to shareholders shall be increased by such amount;
2) own shares shall not carry voting right and shall not be counted in the general
meeting quorum;
3) own shares shall not carry the right to dividend or other entitlements.

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Article 232
A company that acquired or disposed of own shares during a year shall disclose the following in its annual financial accounts for that business year:
1) reasons for acquisition of own shares during the financial year;
2) data on the number and nominal value, or accounting value in case of shares
without nominal value, of own shares redeemed and sold during the year, and their participation in the company’s total number of shares;
3) the amount of funds the company gave for purchasing or received for selling
own shares.
Providing Financial Assistance for Acquisition of the Company’s Shares
Article 233
(1) The company shall not, either directly or indirectly, make loans, guarantees or provide any other form of financial assistance to a person intending to buy the shares of that company. (2) The prohibition of making loans, guarantees or providing other financial support by the company referred to in paragraph 1 of this Article, shall not apply to financial organisations and acquisition of shares for the purpose of giving such shares to the employees of the company. Registration of Own Shares and Prohibition of Pledging
Article 234
(1) The company shall register its own shares with CRPS within 15 days from the date of balancing the change of ownership with the CKDD. (2) A joint stock company may not take own shares as a pledge. SUBTITLE F ACQUISITION OF ASSETS FROM A FOUNDER OR A SHAREHOLDER Conditions for Acquisition of Assets from the Company’s Founder or Shareholder
Article 235
(1) For acquisition of assets from a founder or a shareholder of the company within two years following the registration of the company, for which proposed is the payment of an amount exceeding one tenth of the core capital, the following conditions must be met:
1) the acquisition must be examined in the manner provided in Article 58 of this
Article;

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2) the appraiser's report shall be submitted to the general meeting and the general
meeting shall decide on accepting the transaction by a two-third majority of shareholders present either in person or represented by proxies or voting by ballot papers;
3) in case of a dispute, a shareholder whose assets are acquired by the company
shall be entitled to court protection, as laid down in this Law;
4) the appraiser's report shall be submitted to the CRPS for registration.
(2) The provision of paragraph 1 of this Article shall not apply if:
1) acquisition was carried out within the company’s regular business activity;
2) legal transaction was completed under the supervision or based on the ruling of
the court or administrative body;
3) acquisition was carried out in the stock exchange.
SUBTITLE G
FINANCES AND DISTRIBUTION OF PROFITS
Financial Year
Article 236
(1) Financial year is a calendar year.
(2) If a company is registered after the beginning of the financial year, the end of the first financial year shall be considered as the closing date of the financial year. (3) If a company is struck off from the CRPS before the end of the financial year, the last financial year shall end on the struck off date of the company from the CRPS. Restrictions on Payments to Shareholders
Article 237
(1) If at the end of financial year, the net assets of the company, according to the annual account, amounts to or would be lower than the value of the company’s core capital following the distribution of profits, plus reserves which may not be distributed under the law or the company's articles of association, the company may not distribute profit to shareholders. (2) The amount intended for distribution to shareholders may not exceed the amount of the profit generated at the end of the last financial year plus any profits carried forward from previous years and available amount of reserves, minus any losses carried forward from previous years and the sums earmarked for reserves, in accordance with the law and the articles of association of the company. (3) If the company demonstrates that shareholders knew or could have known that the distribution of profit was not made in accordance to paragraph 2 of this Article, the shareholders shall return the received profits.

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Article 238
(1) A dividend shall be a payment of a part of the company's profit to its shareholders. (2) The dividend shall be paid in cash, as a rule, but it may also be paid in the form of company’s shares or other securities. (3) Dividends may be paid to persons who were shareholders of the company on the date when the general meeting adopted the decision on dividend payment. (4) A shareholder who is not paid a dividend shall be entitled to dividend, even if he disposed of the shares after the date of holding the general meeting where the decision on dividend payment was made. Title VII RESTRUCTURING JOINT STOCK COMPANY SUBTITLE A TYPES AND RULES OF RESTRUCTURING Restructuring Procedures
Article 239
(1) Joint stock company may be restructured through status change or change of legal form of the undertaking. (2) Status change of a joint stock company shall be a procedure where one or more undertakings is restructured by transferring assets and liabilities to one or more other undertakings, while shareholders acquire shares in the undertaking, or undertakings, which assets and liabilities have been transferred to. (3) Status change may be effected by:
1) Merger of two or more undertakings;
2) Split up into two or more undertakings;
3) Spin off with establishment of one or more undertakings.
(4) Changing the legal form of an undertaking shall be a procedure in which an undertaking changes its existing legal form into another legal form of an undertaking stipulated by this Law.

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Article 240
(1) The restructuring of a joint stock company may be carried out only if assets of an undertaking exceed its liabilities. (2) The undertaking in which bankruptcy proceedings or the court-based or voluntary liquidation proceedings have been initiated in accordance with this Law cannot participate in the restructuring procedure, unless otherwise provided for by the law governing bankruptcy. (3) undertakings taking over assets and liabilities may in addition to the shares also pay a monetary amount as a fair compensation, to the shareholders of the undertaking whose assets they take over, provided that this amount does not exceed 10% of the nominal value of shares issued for the acquired assets. (4) The decision on accepting merger agreement, decision on division into two or more undertakings, decision on spin off with establishment of one or more undertakings, decision to change legal form and decision on the issue of shares on the basis of the restructuring of the undertaking shall be adopted by a two-thirds majority of shareholders present in person and represented through their proxies or through voting on ballot papers. (5) Notwithstanding paragraph 4 of this Article, consent of all shareholders of the undertaking shall be required for the adoption of a decision on restructuring of a joint stock company on the basis of which shareholders acquire capacity of a member of a limited partnership or general partnership. (6) Minutes from general meetings of the undertaking in which decisions referred to in paragraph 4 of this Article are adopted shall be produced in the form of a notarial deed (7) If there are several classes of shares in the undertaking, the decision referred to in paragraph 4 of this Article must be adopted by a two thirds majority of shareholders present in person and represented through proxies or through voting on ballot papers, for each of these classes. (8) The issue or annulment of shares in the restructuring process shall be recorded with the Capital Market Commission. (9) Shares in an undertaking being dissolved shall not be exchanged for shares of an undertaking that takes over assets and liabilities, if owners of the shares to be exchanged are:
1) undertaking that takes over assets and liabilities, or persons who own them in
their own name, and on behalf of that undertaking;
2) undertaking being dissolved or the persons who own them in their own name,
and on behalf of that undertaking.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 108 (10) Provisions of Articles 239 to 252 on restructuring of joint stock companies, as well as the provision of Article 127 paragraph 1 items 2 and 3 of this Law shall apply mutatis mutandis to the restructuring of other undertakings, unless otherwise provided for by this Law. SUBTITLE B MERGER Types of Merger of Joint Stock Companies
Article 241
(1) A joint stock company may be restructured by merger when one or more undertakings are acquired by the existing undertaking by transferring the entire assets and liabilities to that undertaking, which in exchange issues shares to the shareholders of the undertakings being acquired (merger by acquisition), or two or more undertakings are merged into a newly formed undertaking which issues shares of the newly formed undertaking to the shareholders of the undertakings being merged (merger by formation of a new undertaking). (2) The undertaking which acquired another one, or the undertaking formed by merging through formation of a new undertaking, shall be known as acquiring undertaking, whereas the undertaking that transferred assets and liabilities shall be known as acquired undertaking. Procedure for Merging Joint Stock Companies
Article 242
(1) Board of directors or management board, with prior consent obtained from the supervisory board of undertakings taking part in merger, shall agree on draft contract on merger which shall contain the following:
1) Business name, legal form and registered office of each merging undertakings;
2) Value exchange ratio for shares and, if the monetary amount is also additionally
given for the fair consideration, the proposed amount of consideration;
3) Manner and deadline for assuming specific liabilities;
4) Manner of and conditions for the distribution of shares in undertakings that
assumed assets and liabilities;
5) Date from which holders of shares referred to in item 4 of this paragraph have
right to participate in profit of the acquiring undertaking, as well as the other conditions that may affect acquisition of that right;
6) Date from which all the actions of acquired undertaking s shall be deemed and
for accounting purposes treated as actions taken by the acquiring undertaking;
7) Rights conferred by the acquiring undertaking on the shareholders of the
acquired undertaking who hold shares with special rights, as well as on holders of other securities carrying special rights, and any other measures taken towards these persons;
8) Monetary payments or other benefits made to employees, members of bodies
and members of committees of specific bodies of the undertakings taking part

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 109 in merger or to the independent expert who produces report on draft contract on the merger, as well as the reasons for such payments;
9) Precise description of assets and liabilities to be transferred to the acquiring
undertaking, legal form of organising and business name of the new undertaking, in case of a merger by formation of a new undertaking; 10)Amendments to the instrument of constitution and articles of association of the existing acquiring undertaking, or proposal of the instrument of constitution and articles of association of the acquiring undertaking, in case of merger by formation of a new undertaking. (2) Agreed draft contract on the merger shall be signed on behalf of each undertaking taking part in merger by a member of the board of directors, or the management board, designated by each undertaking taking part in merger. (3) The board of directors or management board of the undertaking taking part in merger shall produce a written report for general shareholders’ meeting in which draft contract on the merger shall be considered, which shall contain:
1) Detailed legal and economic reasoning of the draft contract on the merger that
has been agreed upon;
2) reasoning of the exchange ratio for shares;
3) possible special difficulties encountered in assets appraisal of undertakings
being merged and in establishing the exchange ratio for shares;
4) additional explanation of legal consequences;
5) notification on all changes in assets and liabilities that occurred from the date of
drafting contract on the merger until the date of holding the general shareholders’ meeting which shall decide on draft contract on the merger. (4) In addition to the data contained in the report referred to in paragraph 3 of this
Article, the board of directors, or the management board, shall submit to the general
shareholders’ meeting of their own undertaking, as well as to the board of directors, or the management board of other undertakings taking part in merger, the supplement to the report referred to in paragraph 3 of this Article regarding all significant changes to assets and liabilities of undertaking that occurred from the date of preparation of the draft contract on the merger until the date of holding general shareholders’ meeting at which draft contract on the merger is to be adopted, unless agreed otherwise by shareholders or holders of other securities carrying voting rights of each undertaking taking part in merger. (5) In addition to the reports of the management board referred to in paragraphs 3 and 4 of this Article, the decision of the supervisory board on adoption of the report of the management board must also be submitted to the general meeting. (6) The board of directors or management board of each undertaking taking part in merger shall appoint one or more independent experts to examine draft contract on the merger, subject to prior consent from the competent court. (7) Reports of independent experts on examination of draft contract on the merger shall include:

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1) statement regarding suitability of the methods used to establish the proposed
exchange ratio for shares;
2) precise data on values calculated by using each of the methods referred to in
item 1 of this paragraph;
3) opinion of independent experts on the relative significance of methods referred
to in item 1 of this paragraph in calculating the proposed exchange ratios for shares;
4) information and reasoning on possible special difficulties in the appraisal of
asset value of the undertakings being merged and establishing suitability and fairness of the proposed exchange ratio for shares. (8) Auditor, court expert with economic background or certified appraiser may be designated as an independent expert selected by the board of directors, or management board (natural person), as well as an audit firm, provided that it cannot be a person employed in the undertaking being merged, person who is in a business relationship with the undertaking being merged, nor spouse or relative in first degree kinship of a member of the board of directors, the management board or of an employee of the undertaking being merged. (9) Upon request by an independent expert, undertakings taking part in the merger shall be obliged to submit to him all the data and documents necessary for the preparation of the report on examining draft contract on the merger. (10) Hiring independent experts and the report referred to in paragraph 3 of this Article shall not be needed in the merger procedure conducted in accordance with this Law, if all the shareholders or holders of other securities carrying voting right of each undertaking taking part in merger have agreed to that. (11) undertakings taking part in the merger shall be obliged to make available for access to their shareholders, at the registered office of undertaking, at least one month prior to the date of holding general shareholders’ meeting in which the proposed method of merger will be considered, as well as during the general shareholders’ meeting, the following documents and supply their copies free of charge:
1) draft contract on the merger;
2) report of the board of directors, or the management board referred to in
paragraph 3 of this Article;
3) annual financial statements for the last three years of each undertaking taking
part in the merger;
4) report by an independent expert, if hired;
5) special financial statement, which presents condition in the undertaking at the
latest as of three months prior to the date of preparing draft contract on the merger, if the draft is prepared after lapse of six months from the end date of the last business year, except in the case referred to in paragraph 4 of this
Article.
(12) The special financial statement referred to in paragraph 11 item 5 of this Article does not need to be made available for access when the undertaking publishes semi￾annual financial statement in accordance with the regulations governing capital

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 111 market for public joint stock companies and makes it available for access to shareholders in the manner referred to in paragraph 11 of this Article. (13) The special financial statement referred to in paragraph 12 of this Article shall present data in the same manner as stated in the annual financial statement, provided that changes in valuation from the last annual financial statement are made only on the basis of changes in bookkeeping relative to the condition stated in the last annual financial statement, without taking inventory of assets, but subject to the obligation to take into account medium-term depreciation/amortisation, provisioning for costs and losses, as well as substantive changes in real value which not stated in the books. (14) If the documentation referred to in paragraph 11 of this Article is published on website of the undertaking taking part in the merger at least one month prior to holding the general shareholders’ meeting in which draft contract on the merger will be considered and if their unlimited download in electronic form is enabled and free of charge is enabled, the undertaking shall not be obliged to make copies of the documentation free of charge and to make it available for access to shareholders. (15) undertakings taking part in the merger shall be obliged to submit draft contract on the merger to the competent registration authority for the purpose of publishing it in the Official Gazette of Montenegro, at least one month prior to holding the general shareholders’ meeting in which draft contract on the merger will be considered, along with the following data:
1) notification that the agreed draft contract on the merger is submitted for the
purpose of registration with the CRPS;
2) business name and head office of each undertaking taking part in the merger;
3) information on how it is envisaged for the creditors and minority shareholders
of undertakings taking part in the merger to exercise their rights and on the place where they may obtain necessary information, free of charge. (16) Contract on the merger shall be valid once adopted in identical version of the text by general shareholders’ meetings of undertakings being merged and if it is made in the form of a notarial deed. (17) Notwithstanding paragraph 16 of this Article, the decision on merger or decision on issue of shares resulting from the merger for the acquiring undertaking may be adopted by the board of directors or the supervisory board provided that:
1) the acquiring undertaking publishes draft contract on the merger at least one
month prior to the date of holding general meeting of the undertaking or undertakings that are subject of acquisition, in which will be decided about draft contract on the merger agreement;
2) at least one month prior to the deadline set in item 1 of this paragraph, all
shareholders of the acquiring undertaking may access the documentation referred to in paragraph 11 of this Article at the registered office of the acquiring undertaking, in accordance with this Article;
3) one shareholder or more shareholders of the acquiring undertaking who jointly
hold at least 5% shares of that undertaking have not requested that the general

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 112 shareholders’ meeting of the acquiring undertaking adopts the decision on merger;
4) minutes from the session of the management body which adopted the decision
instead of general shareholders’ meeting are produced in the form of a notarial deed.
5) minutes referred to in item 4 of this paragraph shall contain an integral text of
the draft contract on the merger.
(18) The undertaking shall be obliged to submit to the CRPS for the purpose of registration, within 15 days following the day of publishing the decision of the Capital Market Commission on recording the issue of shares resulting from merger, the following:
1) Contract on the merger, signed and authenticated in accordance with paragraph
16 of this Article;
2) minutes from the general shareholders’ meeting referred to in paragraph 16 of
this Article or minutes from the session of the body of the acquiring undertaking body referred to in paragraph 17 of this Article at which the decision on the merger was adopted;
3) decision on the issue of shares resulting from merger;
4) statement that creditors have been informed on the merger referred to in Article
243 of this Article.
(19) Upon obtaining the documentation referred to in paragraph 18 of this Article, the competent registration authority shall register status changes in the CRPS and publish contract on the merger in the Official Gazette of Montenegro. (20) The acquiring undertaking may instead of acquired undertakings perform some or all actions related to the registration and publishing concerning merged undertakings. Protection of Creditors´ Rights
Article 243
(1) An undertaking taking part in the merger shall be obliged to submit a written notification on conducting merger procedure accompanied by documentation referred to in Article 242 paragraph 11 of this Article and notification on creditors’ rights in merger procedure to each creditor whose claims amount to at least 5,000 euro, including holders of convertible shares and other debt securities issued by the undertaking, at the latest on the date of publishing contract on the merger in the Official Gazette of Montenegro in accordance with Article 242 paragraph 15 of this Law. (2) The chairperson of the board of directors or the chairperson of the supervisory board shall be obliged to prepare a written statement that the creditors referred to in paragraph 1 of this Article were notified in a timely manner and fully. (3) Each creditor of the undertaking taking part in the merger procedure who considers that restructuring procedure that includes his debtor endangers the

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 113 satisfaction of his claim may request additional protection of his claims from the undertaking which is his debtor at the moment of submitting the request, no later than 60 days following the date of the publishing in the Official Gazette of Montenegro in accordance with Article 242 paragraph 15 [of this Law]. (4) undertaking shall ensure additional protection of creditors referred to in paragraph 3 of this Article in one or more of the following ways:
1) by granting additional security instruments;
2) prepayment of the part or the whole debt;
3) taking other actions and measures that shall provide the creditor with the
position which is not worse than the position he had before conducting the status change. (5) The undertaking taking part in the restructuring process shall be obliged to provide additional protection of claims to its creditors who demand so when their claim is insufficiently secured and when the financial situation of the undertaking is such that the merger procedure threatens the satisfaction of his claims and the provision of additional protection is necessary so that the creditor’s position would not worsen by its implementation. (6) The creditor who has not received additional protection referred to in paragraph 4 of this Article within 15 days following the date of submission of the request for additional protection shall have the right to file a lawsuit within 30 days before the competent court for issuing a decision on granting additional protection, as well as on imposing interim measure of prohibition of conducting merger procedure, if that procedure has not been finalised at the time of filing application for the imposition of an interim measure. (7) The acquiring undertaking must provide holders of all other securities issued by acquired undertaking the same protection as provided to other creditors of these undertakings, unless that holder of the security approved the merger or change of rights. (8) Holders of securities issued by acquired undertakings which have been granted special rights, other than holder of shares, shall acquire the rights in the acquiring undertaking that are identical with the rights that they had in the acquired undertaking, unless the holders of these securities have agreed otherwise or if the acquired undertaking guaranteed those persons the right of redemption of securities. (9) Holders of securities who do not agree with the proposed method of redemption referred to in paragraph 8 of this Article shall have the right to request, by a lawsuit from the competent court to determine the price for the redemption of securities, as well as to impose interim measure of prohibiting the implementation of the merger procedure, within 30 days following the date of publication of the draft contract on the merger in accordance with Article 242 of this Law.

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Article 244
(1) Merger of joint stock companies shall be deemed completed as of the date of its registration, when:
1) assets and liabilities of the acquired undertaking become assets and liabilities
of the acquiring undertaking, in accordance with the adopted valid contract on the merger;
2) shareholders of the acquired undertaking become shareholders of the acquiring
undertaking;
3) the acquired undertaking ceases to exist without conducting a liquidation
proceedings, and shares of the acquired undertaking are cancelled;
4) employees of the acquired undertaking continue to work in the acquiring
undertaking in accordance with the labour regulations and contract on the merger;
5) other legal effects shall also occur, in accordance with the law.
(2) After registration of the merger, the acquiring undertaking shall take care of transfer of rights and obligations being made by recording in the public records or being otherwise conditioned. Annulling the Decision on Merger
Article 245
(1) Provisions of Article 154 of this Law shall apply to the procedure of annulling the decision on merger after it entered into force in accordance with Article 244 of this Law. (2) In the procedure upon a lawsuit to annul the decision referred to in paragraph 1 of this Article, the court shall leave a reasonable period of time to the defendant undertaking to remedy the reasons for annulment established in the procedure, if there are deficiencies that could be remedied. (3) The court shall submit the final and non-appealable decision on annulling the merger to the CRPS for the purpose of registration and publishing in the Official Gazette of Montenegro within 15 days following the date of becoming final and non￾appealable. (4) The competent registration authority shall publish the decision referred to in paragraph 3 of this Article in the Official Gazette of Montenegro and based on it make changes in the CRPS. (5) In the event of annulment of the merger, the undertakings taking part in merger shall be jointly and severally liable for obligations incurred by the acquiring undertaking from the date of registration of status change in accordance with
Article 242 paragraph 19 of this Law until the publishing the court decision on
merger annulment in accordance with paragraph 3 of this Article.

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Article 246
(1) Members of the management bodies of the undertaking being merged, as well as independent experts hired in accordance with Article 242 paragraph 6 of this Law, shall be liable for the damage they cause to the undertaking or to the shareholders of undertakings in the merger procedure. (2) Provisions of this Law governing the brining of lawsuit and proceedings upon a lawsuit for the breach of the duty of care referred to in Article 33 to 35 of this Law shall apply to the lawsuit for damage compensation referred to in paragraph 1 of this Article. Simplified Mergers
Article 247
(1) Provisions of this Law governing merger of joint stock companies shall also apply to the simplified mergers, unless otherwise stipulated by this Article. (2) The acquiring undertaking shall be deemed to be the owner of shares of the acquired undertaking when those shares are registered in its name, as well as in the case when other persons own them in their name, but on his behalf. (3) In the event of merger of an undertaking with the acquiring undertaking which holds at least 90% of shares, but not all the shares and other securities bearing voting rights of the acquired undertaking, the decision on the merger of undertaking or on the issue of shares resulting from restructuring may be adopted by the board of directors or supervisory board of the acquiring undertaking instead of the general shareholders’ meeting of the acquiring undertaking, provided that conditions:
1) referred to in Article 242 paragraphs 11 and 15 of this Law are met;
2) are met that one shareholder or more shareholders of the acquiring undertaking
holding together at least 5% of the shares of that undertaking have not requested that the decision on merger is adopted by the general shareholders’ meeting of the acquiring undertaking. (4) In the event of merger of the acquired undertaking with the acquiring undertaking which holds at least 90% of shares, but not all the shares and other securities bearing voting rights, when the general shareholders’ meeting of the acquiring undertaking adopts the decision, the provisions of Article 242 paragraph 3 and paragraphs 6 to 11 of this Law shall not apply. (5) In the event of merger of the acquired undertaking with the acquiring undertaking which holds all the shares and other securities bearing voting rights of the acquired undertaking, the provisions of Article 242 paragraph 1 items 2, 4 and 5, paragraphs 3 and 6 to10 and paragraph 11 items 2 and 4, Article 244, paragraph 1 item 2 and
Article 246 of this Law shall not apply, provided that all shareholders of the

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 116 acquiring undertaking had right to have free of charge access to the documents referred in Article 242 paragraph 11 items 1, 3 and 5 of this Law at least one month before the merger procedure is finalised, at the registered office of the undertaking. (6) In the event referred to in paragraph 5 of this Article, the board of directors or the supervisory board of those undertakings may adopt decisions on merger or on issue of shares resulting from restructuring, instead of general shareholders’ meeting of undertakings participating in the merger procedure if conditions:
1) referred to in Article 242 paragraph 11 items 1, 3 and 5 of this Law have been
met;
2) are met that one or more shareholders of the acquiring undertaking holding
together at least 5% of the shares of that undertaking have not requested that the decision on merger is adopted by the general shareholders’ meeting of the acquiring undertaking. SUBTITLE C DIVISION AND SPIN OFF WITH ESTABLISHMENT OF ONE OR MORE UNDERTAKINGS Division
Article 248
(1) A joint stock company shall cease to exist by restructuring through division, by transferring entirely its assets and liabilities to two or more existing or newly formed undertakings (acquiring undertakings) which will, in exchange, issue shares that to shareholders of the undertaking being divided. (2) Provisions of this Law governing the merger of undertakings shall apply mutatis mutandis to division of a joint stock company. (3) In the event of division of the undertaking and transfer of assets and liabilities to two or more existing undertakings, boards of directors or management board of undertakings taking part in division shall agree the draft contract on mutual relations resulting from division of a joint stock company which, in addition to the documents referred to in Article 242 paragraph 1 of this Law must contain:
1) description of assets and liabilities to be transferred to the undertakings taking
over assets and liabilities;
2) plan of allocation of assets and liabilities that should be transferred to
undertakings taking over assets and liabilities;
3) proposal for distribution of shares of the undertakings taking over assets and
liabilities to shareholders of the undertaking being divided;
4) criteria for allocation of assets and shares referred to in items 2 and 3 of this
Article.
(4) In the event of division of joint stock company into two or more newly formed undertakings, the board of directors or the management board shall prepare for the general shareholders’ meeting a written proposal on the conditions and manner of

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 117 division, which shall contain data referred to in paragraph 3 of this Article, proposals of the instrument of constitution and articles of association of the new undertakings, as well as a proposal of the decision on issue of shares on the grounds of division, whereby provisions related to draft contract also apply to the proposal of the decision on division. (5) The undertakings that submit report of the management board shall also submit to the general shareholders’ meeting the decision of the supervisory board on adopting the report of the management board. (6) Where the distribution of shares of undertakings formed by division is conducted in proportion to the ownership structure of the undertaking being divided, provisions of Article 242 paragraphs 3, 4, 6, 7, 8, 9 and 11 of this Law shall not apply. (7) Where the distribution of shares of undertakings formed by division is not conducted in proportion to the ownership structure of the undertaking being divided, the report referred to in Article 242 paragraph 3 shall state reasons and applied criterion of distribution. (8) Where a part of the assets is not or cannot be divided in accordance with the proposed terms of division, the undertakings acquiring assets and liabilities shall be transferred the part of assets which is proportionate to the share of undertaking that assumed assets and liabilities in the division of the undertaking being divided. (9) If liabilities are not or cannot be divided in accordance with the proposed terms of division, each undertaking acquiring assets and liabilities shall be jointly and severally liable for these liabilities. (10) Other acquiring undertakings shall be jointly and severally liable for the liabilities not settled by the acquiring undertaking that assumed these liabilities in accordance with the agreement referred to in paragraph 3 of this Article, unless otherwise agreed upon with a specific creditor, while joint and several liability of the acquiring undertakings shall be limited up to the amount of net assets assumed by these undertakings in the restructuring procedure.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 118 Spin-off with Establishment of One or More Undertakings
Article 249
(1) By restructuring of a joint stock company through spin-off with establishment of one or more undertakings, the existing undertaking shall transfer a part of its assets and liabilities to one or more undertakings being established (new undertaking) and these shall, in exchange, issue shares that are distributed to the shareholders of the existing undertaking whose core capital is reduced by the value of the transferred assets, whereby provisions of this Law governing the reduction of core capital shall not apply to the reduction of core capital of the existing undertaking, except for of Articles 219 and 224 of this Law. (2) The provisions of this Law on division of undertaking shall apply to spin-off from a joint stock company. (3) In the event referred to in paragraph 1 of this Article, the board of directors, or the management board of the existing undertaking shall prepare for the general shareholders’ meeting the proposal on terms and manner of spin-off, which includes:
1) precise description of the assets and liabilities to be transferred to the new
undertaking;
2) amount of reduction of the core capital of the existing undertaking;
3) proposal for distribution of shares of the new undertaking to the shareholders
of the existing undertaking;
4) business name of the new undertaking;
5) proposal of the decision on spin-off with establishment;
6) proposal of the decision on issue of shares based on spin-off.
(4) Together with the report of the management board, the decision of the supervisory board on adopting report of the management board shall also be submitted to the general shareholders’ meeting. (5) Distribution of shares of the new undertaking to the shareholders of the existing undertaking shall be conducted in proportion to the ownership structure of the existing undertaking. (6) Where the distribution of shares of the new undertaking to the shareholders of the existing undertaking is not conducted in proportion to the ownership structure of the undertaking being divided, the report referred in Article 242 paragraph 3 of this Law shall indicate reasons and the applied criterion of distribution. (7) Decision on a spin-off with establishment shall represent the decision on the establishment of a new undertaking. (8) In the event of liabilities not settled by the new undertaking that assumed these liabilities under the decision on establishment, the existing undertaking and the new undertaking, or all the new undertaking, shall be jointly and severally liable, if

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 119 more than one undertaking is established by spin-off, unless otherwise agreed upon with a certain creditor. (9) The new [and the existing undertaking shall be jointly and severally liable for the liabilities not settled by the existing undertaking, unless otherwise agreed upon with a certain creditor, whereby joint and several liability of the new undertaking shall be limited to the value of net assets that have been transferred to that undertaking. Subtitle D Chang of Organisation Form of the Joint Stock Company Conditions for Conducting Procedure and Application of Provisions of this Law
Article 250
(1) A joint stock company may be restructured by changing legal form into a limited liability company, limited or general partnership, under the following conditions:
1) the number of shareholders on the day of the general meeting of the company
adopting decision on restructuring shall be no more than 30;
2) the procedure of increasing or reducing core capital of the joint stock company
is not underway.
(2) Ownership structure of the joint stock company shall be expressed in participating interests which shall be allocated among the members in proportion to their ownership in shares, expressed in percentages, unless otherwise agreed by all shareholders. (3) The provisions of Articles 67, 68, 93 and 94 and Articles 268 to 273 of this Law shall apply to the procedure of changing the legal form of a joint stock company to a limited liability company, limited or general partnership. Procedure for Changing the Legal Form of Company
Article 251
(1) Board of directors or the management board shall carry out the procedure for changing the legal form of a company, which shall prepare and submit for adoption to the general shareholders meeting that will decide on the change of the legal form of the company the following acts and documents:
1) Proposal of the decision on change of legal form of the joint stock company,
containing plan of shares conversion into participating interests in the undertaking for each member of the new undertaking individually;
2) Proposal of the decision establishment of the undertaking in the new legal form;
3) Proposal of the decision on appointment of members of bodies of the
undertaking;
4) a certificate confirming that request to suspend trading in the company’s shares
was submitted to the Capital Market Commission no later than seven days prior

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 120 to the day of holding the general shareholders meeting that will decide on the change of the legal form of the company;
5) a report on the need to carry out the procedure for change of the legal form of
the company, which shall include reasons and expected effects and data on consequences of change of the legal form of the company and rights of dissenting shareholders referred to in Articles 127 of this Law, in the event of change of the legal form into a limited liability company. (2) Along with the documentation referred to in paragraph 1 of this Article, the decision of the supervisory board on adoption of the documentation referred to in paragraph 1 of this Article shall also be submitted to the general shareholders meeting that will decide on the change of the legal form of the company. (3) The Capital Market Commission shall adopt a decision on suspension of trading in shares of the company upon request referred to in paragraph 1item4 of this Article. (4) If the decision on changing the legal form of the company is not submitted to the Capital Market Commission within seven days following the day of holding the general shareholders meeting referred to in paragraph 1 of this Article, or a decision on dismissing proposal to change the legal form of the company is submitted, the continuation of trading in shares of the company shall be allowed. (5) The company referred to in paragraph 1 of this Article shall submit the decision of the Capital Market Commission referred to in paragraph 3 of this Article and the adopted decisions referred to in paragraph 1 items 1 to 3 of this Article to the CRPS for registration, within 15 days following the day of holding the general shareholders meeting that adopted the decision on change of the legal form of the company, for registration of the conducted restructuring procedure and for publishing the decision on change of the legal form of the company in the Official Gazette of Montenegro. (6) A creditor of the company whose claim incurred prior to the publishing of decision referred to in paragraph 5 of this Article, and who considers that the restructuring procedure jeopardizes satisfaction of his claims, may request from the competent court securing of his claims in accordance with the Article 243 paragraphs 4, 5 and 6 of this Law no later than within three months following the day of registration of the change of the legal form of the company. (7) In the procedure of change of the legal form of the company, the company shall be obliged to provide to the holders of convertible bonds and other securities bearing special rights to retain the same rights they had prior to change of the legal form of the company or the appropriate monetary consideration. (8) If the agreement on the monetary consideration referred to in paragraph 7 of this
Article is not reached, the holders of convertible bonds and other securities bearing
special rights may bring a lawsuit before a competent court for determination of the consideration amount, no later than 30 days following the day of publishing the decision on the change of the legal form of the company in the Official Gazette of Montenegro.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 121 Legal Consequences of Carrying Out the Procedure for Change of the Legal Form
Article 252
(1) Following the change in the legal form of a joint stock company, the undertaking shall continue its operation as a limited liability company, limited or general partnership from the day of registration with the CRPS, in accordance with this Law. (2) In the event of change in the legal form of a joint stock company into limited or general partnership, general partners or partners in such undertakings shall be liable to the full extent of their assets also for obligations of the undertaking incurred before finalisation of the procedure of change of the legal form. (3) Shares of the joint stock company shall be cancelled and deleted from the CKDD registry, in accordance with the law. Title VIII Dissolution of the Joint Stock Company Subtitle A Grounds for Dissolution of the Joint Stock Company
Article 253
(1) A joint stock company shall be dissolved by striking off from the CRPS, due to:
1) Change of status, having as a consequences dissolution of the undertaking;
2) Carrying out the liquidation proceedings based on the general meeting decision
(voluntary liquidation proceedings);
3) Carrying out the liquidation proceedings based on the court decision (court￾based liquidation proceedings);
4) Carrying out the bankruptcy proceedings in accordance with the law governing
the bankruptcy.
(2) The liquidation proceedings referred to in paragraph 1 item 2 and 3 of this Article shall be conducted only when the company has sufficient funds to settle all its obligations. (3) If it should be established during the voluntary or court-based liquidation proceedings that liquidation estate is not sufficient to settle all obligations of the undertaking, a liquidator shall be obliged to submit, within 30 days following the day of becoming aware, a petition for opening the bankruptcy proceedings in accordance with the law governing the bankruptcy.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 122 Subtitle B Voluntary Liquidation Proceedings of the Joint Stock Company Initiating the Voluntary Liquidation Proceedings
Article 254
(1) Voluntary liquidation proceedings of the joint stock company shall be carried out:
1) based on the decision of the board of directors, or the supervisory board of the
undertaking, if the articles of association of the undertaking determined that liquidation of the undertaking may be conducted after a lapse of a certain period or a certain event occurrence, and such period has lapsed or that event occurred;
2) if the extraordinary general shareholders meeting adopts a decision on
voluntary liquidation of the undertaking with at least three-fourths of votes of shareholders present in person or by authorised person or voting by ballot paper, and if the notification on convening the extraordinary general shareholders meeting was not submitted to the shareholders at least 21 days prior to its holding;
3) if the undertaking at the general shareholders meeting with two thirds of votes
present in person or via an authorised person or voting by ballot paper adopts a decision on winding up of operations and voluntary liquidation;
4) based on a reasoned decision of the temporary representative (curator ad litem)
referred to in Articles 175 and 192 of this Law, adopted at the earliest 90 days following the day the court has adopted a decision on appointment of that person. (2) The decision referred to in paragraph 1 item 2 of this Article shall be valid even if the notice of convening the general shareholders meeting was not given 21 days before its holding, provided that shareholders holding at least nine tenths of the voting rights agree to hold the extraordinary general shareholders meeting. (3) A liquidation administrator shall also be appointed by the decision on the voluntary liquidation of the company and registered with the CRPS, in accordance with Article 119 of this Law. (4) After adopting the decision referred to in paragraph 3 of this Article, the liquidation proceedings may not be suspended. Registration and Publication of the Decision on Voluntary Liquidation
Article 255
(1) Board of directors or the supervisory board of the undertaking shall submit a decision on the voluntary liquidation of the undertaking to the CRPS for registration, in accordance with Article 119 of this Law. (2) The decision on the voluntary liquidation of the undertaking shall be submitted to the CRPS for publishing in the Official Gazette of Montenegro within five days following the day of registration of the decision.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 123 (3) As of the day the decision on voluntary liquidation is adopted:
1) the powers of the members of the management bodies shall cease, except such
management bodies that liquidator decides are necessary to continue their work until the completion of current operations of the undertaking;
2) the undertaking shall cease with operations and the employment contracts that
the undertaking concluded with the employees shall be cancelled, except with the employees whose engagement is necessary to continue operations and finish the liquidation proceedings of the undertaking;
3) the transfer of shares, disposal of assets, or borrowing without the approval of
the liquidator, shall cease to have legal effect, unless otherwise prescribed by the law;
4) notification that the undertaking is being liquidated shall be indicated on
business letters and invoices.
Protection of Rights of Creditors in the Voluntary Liquidation Proceedings
Article 256
(1) The undertaking for which the decision on opening the liquidation proceedings was adopted shall invite in writing all known creditors of the undertaking to declare their claims. (2) The undertaking shall be obliged to publish the notification on voluntary liquidation at least two times in one daily printed media outlet circulated in Montenegro within the period of at least 15 days between the publications, but not exceeding 30 days between the publications. (3) The notification referred to in paragraphs 1 and 2 of this Article shall contain the deadline within which claims must be declared, which cannot be shorter than 60 days following the day of publishing the notification referred to in paragraph 1 of this Article, or for creditors that have not received the notification in writing, from the day of publication of the last notification referred to in paragraph 2 of this
Article.
(4) Claims of creditors that have declared their claims after the lapse of the deadline referred to in paragraph 3 of this Article shall be satisfied from the remaining assets until the finalisation of the voluntary liquidation proceedings. (5) Creditor whose claim is contested by the liquidator shall be obliged initiate the proceeding before the competent court for confirmation of the claim within 30 days following the day of receiving the notification. (6) Voluntary liquidation proceedings cannot be finalised until the lapse of the period referred to in paragraph 5 of this Article or until the ruling becomes final and non￾appealable, except in the event of the additional security instrument for the contested claim.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 124 (7) The contested claim shall be deemed secured when the creditor notifies the liquidation administrator in writing or when it is confirmed, upon liquidators request, by the court conducting proceedings referred in the paragraph 5 of this
Article.
Rights and Obligations of the Liquidator
Article 257
(1) The liquidator appointed to carry out voluntary liquidation shall have all the rights and obligations of an executive director or the chairperson of the management board. (2) The liquidator shall represent the undertaking in liquidation proceedings before the court, before the state administration authorities, and with third parties. (3) The liquidator shall:
1) prepare an inventory of all assets and an accounting report on operations as of
the opening of the liquidation proceedings, including a balance sheet;
2) complete obligations under existing contracts and, where necessary, enter into
new contracts;
3) terminate contracts in justified cases;
4) convene and chair the general shareholders meeting of the undertaking;
5) distribute the remaining assets of the undertaking among creditors and when
possible, shareholders;
6) submit the petition for opening of the bankruptcy proceedings in accordance
with the law, if he determines that the assets of the undertaking in liquidation are not sufficient to satisfy all claims of the creditors;
7) take other actions necessary for the liquidation of the undertaking.
Course of Action in Case of Longer Duration of Voluntary Liquidation Proceedings
Article 258
(1) If the liquidation proceeding of the undertaking lasts for a period exceeding one year, the liquidator shall prepare an interim voluntary liquidation report within 3 months following the lapse of the financial year. (2) The interim report on voluntary liquidation shall include:
1) Balance sheet;
2) Sources of income and the manner of use;
3) Inventory of assets being alienated and proceeds generated from alienation;
4) Information on problems in carrying out the voluntary liquidation proceeding
and the proposal on how to solve them;
5) Amount of costs of carrying out the liquidation and fees owed to the liquidator;
6) Other data on voluntary liquidation carried out in the previous period.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 125 (3) The interim report must be available for access by all shareholders and interested persons at the registered office of the undertaking, until the finalisation of the voluntary liquidation proceeding. Finalisation of Voluntary Liquidation Proceedings
Article 259
(1) If the operations of the undertaking have been fully or substantially concluded, the liquidator shall prepare a final report on voluntary liquidation with data on the manner of carrying out the voluntary liquidation and disposal with assets of the undertaking. (2) The final report on voluntary liquidation shall include the data referred to in Article 258, paragraph 2 of this Law. (3) Following the preparation of the final report on voluntary liquidation, the liquidator shall convene an extraordinary general shareholders meeting at which shall be obliged to inform present shareholders on the content of the final report on voluntary liquidation. (4) Within seven days following the day of holding the extraordinary general shareholders meeting, the final report on voluntary liquidation shall be submitted to the CRPS for registration, along with a request for striking off the undertaking from the CRPS. (5) Upon receipt of the final report and the request for striking off, the competent registration authority shall adopt the decision on striking off from the CRPS, and submit it to the Official Gazette of Montenegro for publication. Abridged Voluntary Liquidation Proceedings
Article 260
(1) Voluntary liquidation may be carried out in an abridged procedure, if upon the adoption of the decision on voluntary liquidation all shareholders present authenticated statements that all liabilities of the undertaking toward creditors have been settled, including liabilities toward the employees and that they consent to the abridged voluntary liquidation proceedings. (2) The competent registration authority shall accept the request for striking off the undertaking from the CRPS based on the decision referred to in paragraph 1 of this
Article, unless it is established within the deadline set by the law for adoption of the
registration decision that the undertaking failed to settle the tax debt or is on the list of blocked economic entities published by the Central Bank of Montenegro. (3) Shareholders referred to in paragraph 1 of this Article shall be jointly and severally liable for obligations of the joint stock company for the period of three years after striking off the undertaking from the CRPS.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 126 (4) Within 30 days following the day of the publishing the decision on the voluntary liquidation of the undertaking, creditors and other persons having legal interest may initiate the procedure for cancellation of the decision in an abridged procedure before the court. (5) The court shall annul the decision on voluntary liquidation of the undertaking under the abridged procedure if it determines that shareholders or creditors have been caused damaged by such a decision, and it shall appoint the liquidator to carry out the voluntary liquidation proceedings. (6) The joint stock company that was voluntary liquidated under the abridged procedure shall be stroke off from the CRPS. (7) After striking off, the following shall be entered in the CRPS: personal name, unique personal identification number and the address of natural persons who are shareholders, or business name, registered office and unique registration number of legal persons that are shareholders, with the note of their unlimited joint and several liability for the liabilities of the undertaking stricken off from the CRPS. (8) Decision of striking off the undertaking from the CRPS shall be published in the Official Gazette of Montenegro. Subtitle C Court-based Liquidation of the Joint Stock Company Grounds for Opening the Court-based Liquidation Proceeding
Article 261
The court-based liquidation of joint stock company shall be carried out upon request by an interested party or ex officio:
1) if the company fails to register continuation of operations of the company within
30 days following the day of lapse of the period for which that company was established, or fails to open the court-based liquidation proceedings within that deadline based on the decision of the general meeting of the undertaking;
2) if the core capital of the company is reduced below the minimum amount of the
founding capital, and the company within six months:
 fails to increase its core capital at least up to the amount of the minimum founding capital, or  fails to change legal form of the undertaking into a legal form for which it is eligible, or  fails to adopt a decision on liquidation;
3) If establishment of the company was annulled in accordance with Article 116 of
this Law by the final and non-appealable court ruling;
4) When the company even after the imposition of a sanction in accordance with this
Law or other regulation, within the allowed or in reasonable deadline, fails to remedy final and non-appealable established breach of the law and other regulations which jeopardize interests of the company members, creditors,

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 127 employees and members of the company’s bodies who are not liable for the established irregularities; and
5) in other cases provided for by the law.
Manner of Conducting Court-based Liquidation Proceeding
Article 262
The court-based liquidation proceedings shall be conducted in accordance with the law governing bankruptcy, whereby the reorganisations of the undertaking and other proceedings that prevent a winding-up of the undertaking may not be carried out in the court-based liquidation proceedings. Application of Provisions on Liquidation of Joint Stock Company
Article 263
Provisions of this Law pertaining to the voluntary and court-based liquidation proceedings of a joint stock company shall also apply to the liquidation of other forms of business undertakings, unless otherwise stipulated by this Law.
Part Six
Limited Liability Company
Title I
Concept, Type and Application Mutatis Mutandis of other Provisions of this Law Definition of the Limited Liability Company
Article 264
(1) A limited liability company shall be a business undertaking established by one or more legal or natural persons by contributing monetary and non-monetary assets for pursue of economic activities under a joint business name, whose core capital is divided into participating interests without features of securities. (2) A company may have maximum 30 members.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 128 Freedom of Contract Principle
Article 265
Members of the limited liability company shall govern mutual relations, as well as relations with the company freely, unless otherwise provided by this Law. Application of other Provisions of this Law to the Limited Liability Company
Article 266
(1) Provisions of this Law pertaining to a joint stock company shall also apply mutatis mutandis to the limited liability company. (2) Provisions of this Law pertaining to shares shall apply mutatis mutandis to participating interests. (3) When there is nonconformity of provisions pertaining to the limited liability company and provisions pertaining to a joint stock company, provisions pertaining to the limited liability company shall apply. Single-member Limited Liability Company
Article 267
(1) Single-member limited liability company shall be an undertaking established by a sole natural or legal person, or an undertaking where one person shall acquire all participating interests after the establishment, in accordance with this Law. (2) Provisions of Article 108 of this Law shall apply mutatis mutandis to the single￾member limited liability company. Title II Establishing Company and Notifying Public Manner of Establishing Limited Liability Company
Article 268
(1) The company shall be established based on an agreement entered into by founders. (2) If a sole founder establishes the company, the instrument of constitution shall be a decision of the sole founder on establishing the company. (3) Proxies of the founder in the process of establishment must have a power of attorney authenticated in accordance with the law.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 129 Costs of Establishing the Limited Liability Company
Article 269
(1) Instrument of constitution of the limited liability company may stipulate that the company or founders shall bear costs of establishing the company. (2) Article 112 of this Law shall apply mutatis mutandis to costs of establishment of the limited liability company. Instrument of constitution
Article 270
A founding decision or founding agreement of the limited liability company shall contain:
1) Name, personal identification number and permanent residence of a founder who
is a domestic natural person, or name, passport number or other identification number and permanent residence of a founder who is a foreign natural person, or business name, unique registration number and registered office of a founder that is a domestic legal person, or business name, registration number or other identification number and registered office of a founder that is a foreign legal person;
2) Business name of the company being established;
3) Designation that it is a limited liability company (LLC);
4) Rights and obligations of the founders;
5) Name or business name of founder bringing a non-monetary contribution,
description of contribution, nominal value of participating interest obtained in exchange for contribution and deadline until when the non-monetary contributions must be brought in the company;
6) Participating interest of member of the company in the total core capital
expressed as percentage;
7) Bodies of the company;
8) Estimated costs of establishment and manner of their reimbursement;
9) Dispute resolution procedure between founders;
10)Power of representation for one or more founders to represent founders in the process of establishing the company; 11)Other matters of importance for establishing the company. Articles of Association of the Limited Liability Company
Article 271
Articles of association of a limited liability company shall contain:
1) Business name of the company;
2) Registered office of the company;
3) Predominant and other economic activities of the company;
4) Note that the company is established as a limited liability company and amount of
the core capital;
5) Requirements for and manner of appointing the executive director;

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 130
6) Manner of appointing members of the board of directors, or management and
supervisory boards, if elected in the company, their rights and obligations, the manner of dismissal and their powers;
7) Manner of changing the amount of core capital, unless stipulated in the founding
agreement;
8) Persons with powers of representation of the company, joint or individual;
9) Period for which the company is established, unless established for indefinite
period;
10)Procedure for amending and supplementing the articles of association; 11)Other provisions of importance for operation of the company. Registration of the Limited Liability Company
Article 272
(1) A limited liability company shall be registered with the CRPS, based on registration application accompanied by the following documentation and data:
1) Instrument of constitution of the company;
2) Articles of association of the company;
3) List of names of members of management bodies of the company, dates and
places of birth, unique identification numbers, permanent or temporary residence, along with decisions on appointment of members of management bodies of the company;
4) Occupation of members of managing bodies of the company who are not
employed with the company, as well as data on membership in other management bodies, job titles held in or outside Montenegro, as well as places of registration of such undertakings, if not registered in Montenegro;
5) Name and address of the auditor and the company secretary, with decisions on
their appointment;
6) Name and address of members of the audit committee, with decisions on their
appointment;
7) Statements of members of management bodies, or auditor and the company
secretary, on acceptance of appointment, which need not be authenticated;
8) Address for receipt of electronic mail;
9) Address for receipt of mail, if any;
10)Proof of payment of the registration fee.
(2) Documentation submitted for registration of the company must also contain data for persons representing the company, as well as designation whether they represent company jointly or individually. (3) Registration of the company with the CRPS shall be done based on certificate of registration. (4) Data on the business name and registered office of the company, names of members of management bodies and members of other bodies of the company registered with the CRPS, auditor and company secretary, if exist in the company, date of adopting the instrument of constitution, adopting the articles of association and

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 131 registration of the limited liability company shall be published in the Official Gazette of Montenegro. Registering Changes and Notifying Public
Article 273
(1) A limited liability company shall be obliged to submit documentation and data on occurred changes in the company for registration with the CRPS which pertain to:
1) Articles of association, including also extension of period set for continuation of
company’s operation;
2) Business name and registered office;
3) Address for receipt of mail;
4) Address for receipt of electronic mail;
5) Persons elected as members of management bodies and their appointments and
dismissals;
6) Persons who jointly or individually have power of representation of the
company in relations with third parties and their appointments and dismissals;
7) Liquidation of the company;
8) Nullity of establishment of the company by a competent court;
9) Appointment of liquidator;
10)Participating interests in and amount of core capital, if increase of the core capital does not require change in the articles of association. (2) The data referred to in paragraph 1 of shall be published on the website of the undertaking, if any. Title III Core Capital Minimum Core Capital
Article 274
Founders of the limited liability company shall be obliged to set amount of the core capital that could not be less than 1 euro, unless a higher amount of minimum core capital is set for undertakings pursuing certain activities by a special law. Increasing Core Capital
Article 275
(1) Core capital shall be increased by:
1) New contributions of existing members or a member who joins the company;
2) Converting reserves or profit of the company in the core capital;
3) Swap (converting) of receivables of the company in the core capital;
4) Status changes having as a consequence increase of the core capital.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 132 (2) The core capital shall be increased based a resolution of the general meeting of the undertaking. Pre-emptive Right to Subscribe Participating Interests
Article 276
Members of the company shall have a pre-emptive right to subscribe participating interests at the event of increase of the core capital with new contributions in proportion to their participating interests, unless otherwise stipulated in the instrument of constitution. Reducing Core Capital
Article 277
Core capital of a limited liability company may be reduced based on a resolution of the general meeting of members, but not below the minimum core capital stipulated by law. Reducing Core Capital in the Event of Loss
Article 278
If net assets of the undertaking amount to half or less of the value of the core capital of the undertaking, the undertaking may convene a general meeting of members of the undertaking in accordance with Article 151 of this Law. Title IV Participating Interests Acquiring Participating Interests
Article 279
(1) A member of the undertaking shall acquire participating interest in the undertaking with payment of the contribution, in proportion to the value of the contribution entered, unless otherwise provided by the instrument of constitution at the establishment of the company or by unanimous resolution of the general meeting, in the event of subsequent contributions. (2) A member of the undertaking may have only one participating interest in the undertaking, which represents his percentage in the core capital of the undertaking. (3) If one person simultaneously acquires ownership of several participating interests in the undertaking, such participating interests shall be merged and jointly make single participating interest.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 133 Manner of Exercising Rights resulting from Participating Interest
Article 280
(1) Participating interests shall not have features of securities. (2) Voting right of members of the limited liability company and their property rights against the undertaking, shall be in proportion to the participating interests of members in the core capital of the undertaking. Financial Aid of the Company
Article 281
(1) An undertaking may not, directly or indirectly, provide financial aid of any kind for acquiring of its own participating interests, unless by a unanimous decision of all members of the undertaking. (2) Legal transactions entered into contrary to paragraph 1 of this Article shall be null and void. Acquiring of Own Participating Interests
Article 282
(1) A limited liability company may acquire a participating interest from one or more members of the undertaking, if such decision is made by members of the undertaking whose participating interests make at least two thirds of the core capital. (2) A copy of a proposed contract on acquiring own participating interest shall be submitted to all members at least 21 day before rendering a decision. (3) The undertaking may payout a consideration for own participating interest only from
1) Reserve funds of the undertaking that could be used for those purposes;
2) Funds generated from sale of own participating interest in the undertaking
acquired from that member exiting the undertaking.
(4) The undertaking cannot distribute profit to its members or acquire new own participating interests until the amount of consideration for participating interest is not fully paid to the member exiting the undertaking.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 134 Transfer or Participating Interests amongst Members of the Company
Article 283
A participating interest may be transferred amongst members of the undertaking without limitations, unless otherwise stipulated by this Law or articles of association of the undertaking. Pre-emptive Right to Purchase Participating Interests
Article 284
(1) If a member of the company intends to transfer his participating interest, other members and the company shall have the pre-emptive right to purchase such participating interest, unless otherwise stipulated by instrument of constitution or articles of association of the company. (2) If there is no agreement on purchase of participating interests amongst member of the company transferring the participating interest and other members of the company, the participating interest shall be divided amongst members of the company in proportion to their participating interests, unless otherwise stipulated by instrument of constitution or articles of association of the company. (3) The member of the company transferring the participating interest shall be obliged to offer in written form his participating to another member in the company and to the company before transferring the participating interest to a third party. (4) The offer referred to in paragraph 3 of this Article shall contain: elements of the agreement on transferring the participating interest, the address to which an offer is to be submitted, deadline for entering into the agreement on transferring the participating interest, manner and deadline for payment of the participating interest. (5) An offer that fails to contain elements referred to in paragraph 4 of this Article shall be deemed as not submitted. (6) A member of the company who has pre-emptive right to purchase shall be obliged to notify in written form a member of the company transferring the participating interest on accepting the offer fully within 30 days following the day of receiving the offer, unless a different deadline is stipulated by articles of association, which cannot be less than eight days and no longer than 180 days following the day the offer is submitted.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 135 Breach of Pre-emptive Right to Purchase
Article 285
(1) A member of the company having the pre-emptive right to purchase may bring a lawsuit for annulling the agreement on transfer of participating interest if the member of the company transferring the participating interest failed to submit him the offer in accordance with this Law. (2) The lawsuit referred to in paragraph 1 of this Article shall be filed within 30 days following the day of becoming aware that agreement on transfer of participating interest was entered into, but no later than with lapse of six months following the day of registration of transfer of participating interest with the CRPS. Transfer of Participating Interests to a Third Party
Article 286
If members of the company and the company refuse the offer for purchase of participating interest in the company referred to in Article 284 paragraph 3 of this Law within 30 days following the day the offer was submitted, the participating interest may be transferred to a third party under conditions that cannot be more favourable than the conditions offered to members of the company or to the company. Sale of Participating Interest in Enforcement Proceeding
Article 287
(1) The court shall be obliged to notify members of the company and the company on sale of participating interest in the company in an enforcement proceeding. (2) If members of the company fail to express interest in buying participating interest within 15 days following the day receipt of notification referred to in paragraph 1 of this Article, the participating interest in the company shall be sold in accordance with the law governing the securing of enforcement. Transfer of Participating Interest by Inheritance
Article 288
(1) In the event of death of natural persona or dissolution of the legal person, a participating interest shall be transferred to his heirs or legal successors, unless otherwise stipulated by articles of association of the company. (2) If the articles of association prohibit transfer of participating interests, members of the company or the company shall be obliged to buyback that participating interest in the manner and within the deadline stipulated by the articles of association.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 136 (3) If members of the company or the company fail to buyback participating interest in the company in accordance with paragraph 2 of this Article, the participating interest shall be withdrawn in accordance with Article 219 to 224 of this Law. Transfer of Participating Interest by Contract
Article 289
Participating interest in the company may be transfer pursuant to a contract entered in written form, which is authenticated in accordance with the law. Consequences of Transfer of Participating Interest
Article 290
In the event of transfer of participating interest, a member of the company transferring the participating interest and the person to whom the participating interest is being transferred shall be jointly and severally liable to the company for obligations that became due prior to the transfer of participating interest in accordance with this Law. Pledging Participating Interest
Article 291
(1) A member of the company cannot pledge a participating interest or part of the participating interest, unless otherwise stipulated by instrument of constitution. (2) The pledgee of the participating interest shall not have voting right or management right in the company until he becomes a member of the company. Title V Termination of Member of the Company Capacity Manner of Termination of Member of the Company Capacity
Article 292
(1) Capacity of member of the limited liability company shall terminate by
1) Death or dissolution of the legal person;
2) Exiting from the company;
3) Transfer of participating interest;
4) Being removed from the company.
(2) Articles of association or instrument of constitution shall govern termination, procedure and consequences of termination of capacity of member of the company.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 137 Member Exiting the Company
Article 293
(1) A member of the company may exit the company at any time, if he does not request compensation for participating interest in the company, unless him exiting in that case would cause damage to the company. (2) A member of the company may not waive in advance the right to exit the company referred to in paragraph 1 of this Article, nor such right may be restricted by way of acts of the company. (3) A member exiting the company in accordance with paragraphs 1 and 2 of this
Article shall not exclude pre-emptive right to purchase for other members of the
company referred to in Article 284 of this Law.
Member Exiting the Company in Case of Caused Damage
Article 294
(1) A member of a limited liability company may exit the company if other members or the company cause a damage to him, if is prevented in exercising his rights in the company or certain members of the company or the company impose on him disproportionate obligations. (2) A member of the company who wishes to exit the company shall be obliged to submit in written form to the company a request for exiting the company, where it shall state reasons for exiting and amount of compensation requested for his participating interest, within six months following the day of becoming aware of reasons for exiting or two years after occurrence of reasons for exiting, (3) A general meeting shall render a decision on accepting or rejecting the request for exiting within 60 days following the day of receiving the request and shall notify thereof the applicant within 15 days following the day of holding the general meeting where the decision was rendered. (4) The decision referred to in paragraph 3 of this Article on accepting the request for exiting shall also contain a deadline for payment of consideration for the participating interest, which cannot exceed 120 days following the day of holding the general meeting which rendered such decision. (5) If the general meeting fails to render a decision within the deadline referred to in paragraph 3 of this Article it shall be deemed as the request was accepted entirely. (6) In the event of rendering a decision rejecting the request, a member of the limited liability company shall have the right, within 30 days following the day the decision rejecting the request is submitted, to initiate a proceeding before a competent court for determining justifiability of reasons for exiting the company and to assign compensation in the amount of market value of the participating interest.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 138 (7) Article 282 paragraph 4 of this Law shall apply to payment of participating interest of member of the company who exited the company in accordance with paragraphs 1 and 2 of this Article, while the reserve funds of the company may be used solely for payment of participating interest of the member exiting the company, until full payment. (8) Decision of the court referred to in paragraph 6 of this Article may not determine deadline for payment of compensation for the participating interest longer than 18 months following the day of final and non-appealable judgment, taking into account the need to provide for liquidity and viability of operations of the company. (9) The decision on accepting the request for exiting the company and proof of payment for requested compensation or the final and non-appealable court decision on exiting shall be recorded with the CRPS for registration of termination of the member capacity. Right of the Company in the Event of Company Member Exiting
Article 295
(1) In the event of company members exiting contrary to provisions of Articles 293 and 294 of this Law, the company shall be entailed to damage compensation caused by member exiting the company. (2) The company may not waive in advance the right referred to in paragraph 1 of this
Article nor may such right be excluded or limited by acts of the company.
Removing a Member of the Company
Article 296
(1) A member of the company may bring a lawsuit for removing another member of the company, if;
1) Deliberately or by gross negligence causes significant damage to the company
or to other member of the company;
2) Member of the company by prestation or sufferance prevents or significantly
impedes operations of the company.
(2) A court shall, at the expense of the plaintiff, determine the compensation in proportion to the part of net value of assets of the company as of the lawsuit was brought for participating interest of the member of the company removed by a decision on removal. (3) When determining the compensation referred to in paragraph 2 of this Article, the court shall also determine a deadline for payment of the compensation, whereby such deadline cannot exceed two years following the day of decision becoming final and non-appealable.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 139 (4) When determining the deadline for payment referred to in paragraph 3 of this
Article, the court shall take into account financial standing of the plaintiff, and at the
request of the respondent it may oblige the plaintiff to deposit an appropriate security instrument relating to the enforcement of the judgment on removal of member of the company in the segment concerning the payment of compensation for revoked participating interest. (5) In the event of removal of the member of the company, the company reserves the right to compensation of damage caused to it by removed member of the company by his actions for which he was removed from the company. (6) A final and non-appealable and enforceable court ruling on removing a member of the company shall be submitted to the CRPS for registration of the capacity of member of the company. Title VI Bodies of the Limited Liability Company Management Bodies
Article 297
(1) Bodies of a limited liability company shall be a general meeting and executive director, while the articles of association of the limited liability company may stipulate also other management bodies in accordance with this Law. (2) Notwithstanding paragraph 1 of this Article, in case of single-member limited liability company the general meeting is not a mandatory body of the company. (3) Public limited liability companies must have management bodies of a public joint stock company, in accordance with this Law. (4) A limited liability company, deemed to be a large legal person in accordance with the law governing accounting, must have management bodies as a joint stock company, in accordance with this Law. (5) The companies referred to in paragraph 3 of this Article shall be obliged to align structure of management bodies or structures of members of such bodies within three months following the day their securities or other financial instruments are admitted to training on a regulated market. (6) The companies referred to in paragraph 4 of this Article shall be obliged to align structure of management bodies or structures of members of such bodies within six months following the day of the end of financial year in which were met conditions for change of status.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 140 General Meeting of the Limited Liability Company
Article 298
(1) General meeting of the limited liability company shall consist of members of the company. (2) Unless otherwise stipulated by instrument of constitution or articles of association, the general meeting of the limited liability company shall:
1) Make amendments and supplement to the instrument of constitution and
articles of association;
2) Adopt financial statements, as well as auditor’s report if the financial stamen are
subject to an audit;
3) Appoint and dismiss executive director, members of the board of directors, or
the supervisory board and determine remuneration for their work;
4) Oversee work of the director;
5) Decide on increase or reduction of the core capital of the company, as well as of
every issue of securities;
6) Decide on distribution of profit and the manner of covering losses, including also
setting of the day for acquiring the right to profit participation and the day for payment of profit participation to members of the company;
7) Decide on initiating a liquidation proceedings, restructuring, as well as of filing
a petition for initiating bankruptcy proceedings by the company;
8) Appoint liquidation administrator;
9) Decide on acquiring own participating interests;
10)Decide on request for exit of member of the company; 11)Decide on removal of member of the company for reasons of failure to pay or failure bring in subscribed contribution; 12)Decided on brining a lawsuit for removal of member of the company; 13)Grant procuracy; 14)Decide on initiating procedures and granting powers of attorney for representation of the company in a dispute with a procurator, as well as in a dispute with the executive director; 15)Decide on initiating procedures and granting powers of attorney for representation of the company in a dispute against members of the company; 16)Approve an agreement on new member joining the company and give consent for transfer of participating interests to a third party; 17)Decide on changes of the organisation form of the company; 18)Adopt rules of its procedures; 19)Performs other tasks as well in accordance with this Law, instrument of constitution and articles of association. (3) The general meeting shall have sole power for decisions referred to in paragraph 2 of this Article in limited liability companies referred to in Article 297 paragraph 3 of this Law. (4) Session of the general meeting may also be held without being called, if all members of the company are present, unless otherwise stipulated by instrument of constitution or articles of association.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 141 Holding Sessions and Rendering Decisions
Article 299
(1) Sessions of the general meeting may be held via a conference call or other audio and visual communication equipment, in such a manner that all persons participating in the work of the session can communicate with each other simultaneously. (2) Persons participating in the work of the session in the manner referred to in paragraph 1 of this Article shall be deemed as personally present. (3) Member of the company may vote by postal voting, unless otherwise stipulated by founding agreement, articles of association or rules of procedures of the general meeting. (4) In the event of postal voting, it shall be deemed as that all members of the company are present at the session for the purpose of determining a quorum. (5) Decisions of the general meeting may also be adopted without a session, if are signed by all members of the company with voting right. Executive Director
Article 300
(1) The executive director shall be a mandatory body of a limited liability company. (2) The executive director shall represent the company and manage operations of the company in accordance with the instrument of constitution, the articles of association and decisions of the general meeting of the company or of collective management bodies of the company. (3) The executive director may not issue power of attorney for representation nor represent the company in a dispute in which he or his connection person is the opposing party. (4) In the event referred to in paragraph 3 of this Article, the general meeting or another body of the company shall issue the power of attorney, in accordance with articles of association of the company. Requirements for Appointing the Executive Director
Article 301
(1) The general meeting of the company shall appoint the executive director in the manner determined by instrument of constitution or articles of association of the company.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 142 (2) Only a person with legal capacity and person who entered into labour relations with the company may be appointed as the executive director. (3) The requirements to be met by the executive director shall be determined by the articles of association of the company. Termination of the Term of Office of Executive Director
Article 302
(1) The general meeting of the company may dismiss the executive director at any time, without stating reasons for dismissal, unless otherwise stipulated by instrument of constitution or decision of the general meeting. (2) Article 174 of this Law shall apply mutatis mutandis to termination of term of office of the executive director of the limited liability company. Title VII Keeping Business Records and Public Nature of Operations Obligation to Safekeep Acts and Documents
Article 303
(1) The company shall be obliged to safekeep the following documentation:
1) Instrument of constitution and articles of association of the company;
2) Registration certificate of establishment of the company;
3) General acts of the company;
4) Minutes of sessions of the general meeting and decisions of the general meeting;
5) Book/records of participating interests of the company;
6) Documentation based on which the ownership and other property rights of the
company are evidences;
7) Contracts that the members of management bodies and members of t the
company or their connected persons entered into with the company. (2) The company shall be obliged to safekeep the documentation referred to in paragraph 1 of this Article at its registered office or at other place known and accessible to all company members. Access to the Company Acts and Documents
Article 304
(1) Members of the limited liability company shall have access to acts and documents of the company in accordance with Articles 124, 125 and 126 of this Law.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 143 (2) Members of the limited liability company who exited the company shall have the right to access documents referred to in Article 124, paragraph 2 of this Law, that were created during their membership in the company. Title VIII Restructuring of the Limited Liability Company Status Changes in the Limited Liability Company
Article 305
Articles 239 to 249 of this Law pertaining to a joint stock company shall apply mutatis mutandis to the status changes procedures of a limited liability company. Change of Legal Form of the Limited Liability Company
Article 306
(1) A limited liability company may change the legal form into a joint stock company if:
1) General meeting of members of the company adopts a decision on change of
legal form of the limited liability company into a joint stock company;
2) Core capital of the company is not less than 25,000 euro at the time of adopting
the decision referred to in item 1 of this paragraph;
3) The articles of association of the company stipulated that the company is to be
organised as a joint stock company;
4) Participating interests of members of the limited liability company are annulled
and if shares are being issued in proportion to the existing ownership structure, unless otherwise agreed by all interested members;
5) Shares of the joint stock company are registered in accordance with the law
governing the capital market.
(2) A limited liability company that changed the legal form a into joint stock company, limited or general partnership, shall continue with operations in the new legal form from the day of registering the changes with the CRPS. Title IX Dissolution of the Limited Liability Company Grounds for Dissolution of the Company
Article 307
A limited liability company shall cease to exist by deletion from the CRPS, due to:
1) Status change that has as a consequence dissolution of the company;
2) Conducting liquidation proceedings based on the decision of the general meeting
of the company;
3) Conducting liquidation proceedings based on the court decision;

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 144
4) Conducting bankruptcy proceedings in accordance with the law governing the
bankruptcy.
Part Seven
Cross Border Mergers of Companies
Definition of Cross-Border Merger of Companies
Article 308
(1) Cross-border merger of companies shall be the merger of one or more companies (companies being acquired) that are registered in Montenegro by merging with the company (acquiring company) registered in another state, by transferring the entire assets and liabilities to that company, which in exchange, unless in case when the acquiring company is owner of all shares and other securities with voting right of the company being acquired, issues shares or issues participating interests to members of merged companies (cross-border merger by acquisition), or two or more companies of which at least one is registered in Montenegro and at least one in another state (companies being acquired) are merged by formation of a new company (acquiring company) that issues shares or issues participating interests of a newly formed company to the members of the merging companies (cross￾border merger by formation of a new company). (2) The following entities may participate in a cross-border merger:
1) a joint-stock company or a limited liability company with a registered office in
Montenegro;
2) a company registered in the European Union Member State or a state
contracting party to the Agreement on the European Economic Area with its registered office, management or principal place of business in one of these States. (3) The following entities may not participate in a cross-border merger of companies:
1) Cooperatives, even if are registered in the European Union Member State or a
contracting party to the Agreement on European Economic Area, as companies;
2) Investment fund management companies and investment funds
(4) Cross-border merger may also be carried out when one of the companies being acquired is established and has a registered office in a non-member state of the European Union, or a State contracting party to the Agreement on European Economic Area, when the acquiring company is established or already has a registered office in Montenegro. (5) Provisions of Article 241 to 247 of this Law pertaining to the merger of joint stock companies, shall apply mutatis mutandis to cross-border merger procedures. (6) Provisions of this Law pertaining to the cross-border merger shall also apply to cases of the cross-border merger in which the governing law applicable to participants in a cross-border merger whose registered office is not in Montenegro

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 145 allows payment in cash to members of companies being acquired exceeding 10% of the nominal value or, if the nominal value does not exist, the book value of the shares, or the participating interests representing the capital of the acquiring company. Draft Contract on Cross-border Merger
Article 309
The management bodies of companies participating in the cross-border merger shall agree the draft contract on the cross-border merger, which must contain the following data:
1) Legal form, business name and registered office of the merging companies and the
proposed legal form, the business name and registered office of the acquiring company, if the cross-border merger procedure by establishing a new company is being conducted;
2) Value exchange ratio for shares or participating interests, and if the monetary
amount is also additionally given for the fair consideration, the proposed amount of consideration;
3) conditions for the allocation of shares or participating interests representing the
capital of the company resulting from the cross-border merger;
4) the consequences of the merger on the status of employees in companies
participating in the merger procedure;
5) the date from which acquirers of shares or participating interests in the acquiring
company shall have the right to participate in profit of the company, as well as other conditions for acquiring that right;
6) the date from which the actions of the companies being acquired shall be deemed
and for accounting purposes shall be treated as actions undertaken by the acquiring company;
7) rights that the acquiring company gives to members of the company that have
special rights and to persons who hold other securities bearing special rights, as well as the measures proposed in relation to them;
8) Monetary payments or other benefits for independent experts who examine the
contract on the cross-border merger, as well as for members of the management and supervisory bodies of companies participating in the merger;
9) Founding agreement and articles of association of the acquiring company;
10)Information on how to involve employees when determining their rights to participate in the management of a company resulting from the cross-border merger; 11)Appraisal of value of assets and liabilities being transferred to the acquiring company; 12)The date relating to the financial statements of the company that are taken into account when determining the conditions of the merger. Disclosure of the Draft Contract on the Cross-border Merger
Article 310

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 146 (1) The companies referred to in Article 308 paragraph 2 item 1 of this Law shall be obliged to submit for the registration with the CRPS the draft contract on the cross￾border merger and for disclosure of data and information on the cross border merge in the Official Gazette of Montenegro. (2) The data and information referred to in paragraph 1 of this Article must be disclosed at least one month before the date of holding the general meeting of the company at which a decision on the cross-border merger is to be adopted, and so as follows:
1) Notification that the agreed draft contract on the cross-border merger is
submitted for registration with the CRPS;
2) Legal form of organisation of the company, business name registered office of
each company participating in the cross-border merger;
3) Data on the registers in which the companies participating in the cross-border
merger have been recorded;
4) The manner in which creditors and minority members of companies
participating in the cross-border merger may exercise their rights, as well as the address where they can obtain the necessary information, free of charge. Report on the Cross-border Merger
Article 311
(1) The competent management bodies of each company participating in the cross￾border merger procedure shall be obliged to prepare a written report on the cross￾border merger, for the purpose of informing general meetings of their companies or members. (2) The report referred to in paragraph 1 of this Article shall contain a detailed reasoning of the agreed draft contract on the cross-border merger, in particular the reasoning of the legal consequences of the implementation of the cross-border merger procedure on members, creditors and employees of companies participating in the cross-border merger. (3) The company employees or their representatives must be given access to the report referred to in paragraph 1 of this Article at the latest one month prior to holding the general meeting of the company on which the draft contract on the cross-border merger will be deliberated. (4) If the employees prepare their opinion on the report on the cross-border merger in writing and submit it to the bodies referred to in paragraph 1 of this Article, that opinion must accompany the report on the cross-border merger in order to be made available to the general meeting of the company at which the draft contract on the cross-border merger will be deliberated. (5) An independent expert report on the proposed draft contract on the cross-border merger shall be prepared in accordance with Articles 242 and 246 of this Law.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 147 (6) Instead of independent experts who are preparing a report for needs of each of the merging companies, one or more independent experts who are appointed for that purpose, at the joint request of those companies, by competent judicial or administrative bodies in the member state in which one of the companies being merge is located or the company resulting from the cross-border merger, may jointly examine the draft contract on the cross-border merger and prepare a single written report intended to all members of merging companies. Decisions of General Meetings of Companies Participating in Cross-Border Merger
Article 312
(1) Based on the report referred to in Article 311, paragraphs 1 and 4 of this Law, the general meetings of merging companies shall decide on the draft contract on the cross-border merger, with the right to condition a decision on their acceptance of subsequently made agreements on employment of workers of companies being taken over in the acquiring company. (2) The decision on the cross-border merger and other decisions that are to be adopted for the purpose of implementing the cross-border merger procedure at the general meeting of the acquiring company may be adopted by the board of directors or the supervisory board instead of the general meeting, if the conditions referred to in
Article 242 paragraph 17 of this Law are fulfilled.
Simplified Cross-Border Mergers
Article 313
(1) Provisions of Article 309, paragraph 1, items 2, 3 and 5, Article 242, paragraphs 6 to 10 and Article 317, paragraph 3, item 3 of this Law shall not apply in the case of the cross-border mergers by acquisition of companies carried out by the acquiring company, which holds all shares and other securities bearing voting right of a company being acquired. (2) In the event referred to in paragraph 1 of this Article, the provision of Article 312, paragraph 1 of this Law shall not apply to the acquired companies. (3) If the cross-border merger by acquisition is carried out by the acquiring company holding at least 90%, but not all shares and other securities bearing voting rights of the acquired company, the provisions of Article 247 of this Law shall apply.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 148 Special Rights of Members of the Company
Article 314
(1) Notwithstanding Article 308, paragraph 5 of this Law, the protection of the rights of dissatisfied members referred to in Article 127, paragraph 1, item 3 and the protection of the rights of creditors referred to in Article 243 of this Law shall apply to companies with a registered office in Montenegro participating in the cross￾border merger procedure only when the remaining companies in the cross-border merger procedure, which are located in countries where there is no possibility of initiating such procedures, explicitly accept such possibility when deciding on the draft contract on the cross-border merger, which the competent authority for the supervision of cross-border mergers in Montenegro shall take into account ex officio. (2) In the events referred to in paragraph 1 of this Article, the competent authority for supervision of the cross-border merger procedures may issue a certificate that all necessary actions in the cross-border merger procedure have been taken fully and in accordance with the law even prior to the completion of the procedures referred to in paragraph 1 of this Article. Entry of the Cross-Border Merger in the Registry of Company being Acquired with Registered Office in Montenegro and Issuing a Certificate on fulfilling Conditions for the Cross-Border Merger
Article 315
(1) The competent registration authority shall carry out the supervision of all actions taken by a company registered in Montenegro in the cross-border merger procedure. (2) Following the adoption of the agreed draft contract on the cross-border merger by the general meeting of the company, board of directors or the management board of the company being acquired or the executive director of the limited liability company without other management bodies shall submit an application for entry of the cross-border merger in the CRPS specifying information referred to in Article 314 of this Law. (3) When registering the cross-border merger referred to in paragraph 2 of this Article, the competent registration authority shall enter a registration note in the CRPS that the cross-border merger will become valid only after conditions determined by regulation of the country of the acquiring company are fulfilled. (4) The competent registration authority shall be obliged to publish the data on the cross-border merger in the Official Gazette of Montenegro indicating the data on the duration of the procedures referred to in paragraph 2 of this Article and the existence of a registration note referred to in paragraph 3 of this Article.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 149 (5) Certificate on registration of the cross-border merge with the CRPS shall contain data referred to in paragraph 4 of this Article and shall be deemed to be a certificate that all actions that the company registered in Montenegro was obliged to take in the cross-border merge procedure were fully taken and are in accordance with the law. (6) The company being acquired shall be obliged to submit the certificate referred to in paragraph 5 of this Article and the agreed draft contract on the cross-border merger adopted by the general meeting of the company being acquired to the competent authority in the country where the registered office of acquiring company is located, no later than within six months following the day of certificate being adopted. (7) Upon receipt of the merger notification by a competent authority in the country where the registered office of acquiring company is located, confirming the legal completion of all prescribed actions in the cross-border merger procedure in that country, the competent registration authority shall delete from the CRPS the registration note referred to in paragraph 3 of this Article, enter a registration note on successful completion of the cross-border merger procedure and submit transcript of the documentation of the company being acquired at its possession to the competent authority referred to in paragraph 6 of this Article. Application for Registration of the Cross-Border Merger of Acquiring Company with Registered Office in Montenegro
Article 316
(1) The competent registration authority shall carry out supervision of implementation and verification of legality of the cross-border merger procedure for the acquiring company with registered office in Montenegro. (2) The competent registration authority shall be obliged to determine whether the companies participating in the cross-border merger procedure agreed about and adopted the draft contract on the cross-border merger in accordance with the law, whereby it shall be particularly obliged to determine whether identical text of the draft contract on the cross-border merger was adopted by each company participating in the merger, as well as that the agreements on continued engagement of employees were made in accordance with the law. (3) In the event of the cross-border merger by acquisition, the application for entry of the cross-border merger in the CRPS for the acquiring company shall be submitted by its board of directors, or management board, or executive director in case of limited liability company without other management bodies, and in the event of the cross-border merger by formation of a new company, the application for entry for the acquiring company shall jointly be submitted by authorised bodies of companies being acquired. (4) The adopted contract on the cross-border merger made in the form of a notarial deed shall be submitted along with the application for entry, and for each of the companies being acquired, the certificates referred to in Article 315, paragraph 5 of

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 150 this Law, or equivalent documents of the states applicable to those companies, which must not be older than six months. (5) After the registration of the cross-border merger of companies, the competent registration authority shall publish the contract on the cross-border merger in the Official Gazette of Montenegro and shall notify of the registration made all registers in which the companies being acquired were recorded through the system of interconnection of registers of economic entities referred to in Article 321 of this Law. Legal Consequence of a Cross-Border Merger
Article 317
(1) Legal consequences of the cross-border merger for the acquiring company registered in Montenegro shall occur as of the day of registration with the CRPS, in accordance with Article 316 of this Law. (2) Legal consequences of the cross-border merger for the company being acquired registered in Montenegro shall occur in accordance with the regulations of the country in which the registered office of the acquiring company is located. (3) Legal consequences of the cross-border merger completed in accordance with paragraphs 1 and 2 of this Article, shall be the following:
1) Merger may not be declared null and void;
2) All the assets and liabilities of the companies being acquired shall be transferred
to the acquiring company;
3) The members of the companies being acquired shall become members of the
acquiring company;
4) The companies being acquired shall cease to exist;
5) The rights and obligations of the companies being acquired arising from labour
legal relationships occurred before the day of registration of the cross-border merger shall be taken over by the acquiring company.
Part Eight
Foreign Company Brach
Manner of Registration of a Foreign Company
Article 318
(1) A foreign company branch shall be a part of an undertaking established and registered outside Montenegro that performs an economic activity on the territory of Montenegro. (2) Any foreign company performing an economic activity through its branch on the territory of Montenegro shall be obliged to perform the economic activity in accordance with regulations of Montenegro.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 151 (3) Foreign companies creating branches of their companies in Montenegro shall be obliged to submit for registration with the CRPS, within 30 days following the day of creating the company branch, the following data:
1) Address of the registered office of the foreign company branch in Montenegro;
2) Economic activity of the company;
3) Business name and legal form of the foreign company and business name of the
company branch, if different from the business name of the company;
4) Authenticated copy of articles of association of the foreign company and a
translation of the articles of association or instrument of constitution in Montenegrin language, authenticated by a court interpreter, if adoption of the articles of association is not mandatory in the state where the foreign company is registered;
5) Copy of the foreign company’s registration certificate or an authenticated
document confirming the validity of the company registration in its home state;
6) Names and addresses of the persons who are authorised to represent the
company in Montenegro, or a company body or members of such body, permanent representatives of the company for operations of the foreign company branch, as well as powers for such persons to represent the company, jointly or individually;
7) Most recent balance sheet and income statement or other financial documents
prescribed by the law of the country where the company is registered. (4) Foreign companies which established their branch on the territory of Montenegro shall be obliged to submit the data referred to in paragraph 3 of this Article to the CRPS for registration within 20 days following the day of a change, as well as:
1) Notification on liquidation of the company, appointment of the liquidator, and
data on opening the bankruptcy proceedings or other proceedings conducted against the company;
2) Data on the cessation of pursuit of the economic activity of the company branch.
(5) A foreign company branch shall state in all business letters and other business documents:
1) Name of the competent registration authority;
2) Registration number with the CRPS;
3) Business name, legal form and registered office of a foreign company and a
business name of a foreign company branch, if different from business name the foreign company;
4) Registered office of the foreign company branch;
5) Note that a foreign company is undergoing liquidation proceedings
Part Nine
Registration
Manner of Registration with the CRPS
Article 319

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 152 (1) Registration with the CRPS shall be made based on the registration application or ex officio. (2) The registration application referred to in paragraph 1 of this Article shall be submitted on the form prescribed by the state administration authority responsible for finance (hereinafter referred to as the Ministry). Submission of Registration Application and Accompanying Documentation
Article 320
(1) Registration application for entry in the CRPS shall be submitted in paper or electronic form, in accordance with regulations governing the electronic administration, electronic identification and electronic signature, electronic document and administrative procedure. (2) Registration application for registration or change of data, accompanied with the prescribed documentation, shall be submitted by the authorised person of the business undertaking or the entrepreneur. (3) The authorised person referred to in paragraph 2 of this Article shall be deemed to be a founder of the undertaking or a person authorised by the founder in the event of registration of the undertaking, or the authorised representatives of the undertaking referred to in Articles 24 and 25 of this Law and persons authorised by such authorised representatives in the event of registration of a change. (4) The authorised person referred to in paragraph 2 of this Article shall be deemed to be the entrepreneur and a person authorised by the entrepreneur in the event of registration of the entrepreneur, or the entrepreneur, foreman and person authorised by such persons in the event of registration of a change. (5) A legal representative of a foreign company and a person authorised by a legal representative of a foreign company shall be deemed to be an authorised person referred to in paragraph 2 of this Article, in the event of registration of a foreign company branch, or persons referred to in Article 318, paragraph 3, item 6 of this Law and persons authorised by such persons, in the event of registration of a change. (6) In the event of bankruptcy, the authorised person shall be the bankruptcy administrator and other persons determined by the law governing the bankruptcy proceedings or persons authorised by them. (7) In the event of liquidation of a joint stock company, limited liability company, limited and general partnership, the liquidators shall be the authorised persons. (8) Upon receipt of the registration application and documentation, an acknowledgment receipt of the registration application and documentation, which shall include the date the registration application is submitted or of issue of the receipt, shall be issued to the authorised person.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 153 Registration Procedure with the CRPS
Article 321
(1) A registration number shall be assigned at the event of registration with the CRPS, to a business undertaking, a foreign company branch and an entrepreneur. (2) The registration number referred to in paragraph 1 of this Article, in addition to the unique designation of the registered entity, must also contain a designation that will be common to all entities registered with the CRPS, in order it could undoubtedly be determined that the undertaking is registered in Montenegro through the system of inter-connection of registries of economic entities. (3) The system of inter-connection of registries of economic entities referred to in paragraph 2 of this Article shall be system of inter-connection of registers of economic entities it the European Union Member States, which is based on a common electronic and technological platform and a portal serving as a central European access pint. (4) The competent registration authority shall reject the application for registration if:
1) data entered in the registration application is incomplete;
2) complete documentation has not been submitted with the application;
3) another legal form for pursuing an economic activity is registered under the
same business name;
4) a special condition for the rejecting the registration application, prescribed by
other law, has been met.
(5) The decision on rejecting the registration application shall be rendered within three working days following the day of submitting the application. (6) If the competent registration authority does not reject the application within the deadline referred to in paragraph 5 of this Article, the registration shall be deemed to be made based to that application. (7) Data from the registration application and documentation accompanying the application shall be registered with the CRPS, based on the certificate of registration. (8) The certificate of registration shall be submitted to the registration applicant or to an authorised person within eight days following the day of rendering the decision, by mail or by electronic means in accordance with the law. (9) The certificate referred to in paragraph 7 of this Article shall also designate the tax identification number, the VAT registration number and the customs number of the persons subject to customs, in accordance with the law. (10) An authorised person may lodge an appeal with the Ministry against the decision referred to in paragraph 7 of this Article.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 154 (11) The appeal referred to in paragraph 10 of this Article shall not postpone enforcement of the decision. CRPS Registration Fee
Article 322
(1) A fee shall be payable for registration with the CRPS.
(2) The Ministry shall stipulate the criteria for determining the fee and amount of the fee referred to in paragraph 1 of this Article. (3) Proceeds from the fee referred to in paragraph 1 of this Article shall be revenues of the Budget of Montenegro. Liability for Authenticity of Registered Data
Article 323
(1) The competent registration authority shall ensure that the data registered with the CRPS are identical to the data from the registration application. (2) Persons that conclude legal transactions with registered business undertaking and entrepreneurs shall bear the risk of determining the accuracy of the data contained in the register for their needs, unless otherwise stipulated by this Law Manner of Keeping of and Accessing the CRPS
Article 324
(1) The CRPS shall be kept in the electronic form as a single database. (2) Data entered in the CRPS shall be public. (3) Corpus of documents containing original documentation accompanying the registration application shall be an integral part of the CRPS. (4) Electronic document in accordance with the law governing the electronic document shall also be deemed to be the original documentation referred to in paragraph 3 of this Article. (5) Access to the corpus of documents referred to in paragraph 3 of this Article may be carried out for six hours on each working day. (6) Access to the data registered with the CRPS may be carried out at any time via electronic means of communication, in accordance with the law governing the electronic administration and electronic operations.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 155 (7) The law governing the personal data protection shall apply to the personal data processed in the procedure of registration with the CRPS. (8) The Ministry shall stipulate the registration procedures, detailed content and the manner of keeping the CRPS. Title Ten Penalty Provisions Pecuniary Penalties up to 10,000 euro
Article 325
(1) A pecuniary penalty in the amount ranging from 1,000 euro to 10,000 euro shall be imposed on a business undertaking or a foreign company branch, if:
1) Fails to use a business name an undertaking is registered with in pursuit of the
economic activity, in accordance with this Law (Article 17 paragraph 4 );
2) Pursues the economic activity without the minimum core capital established by
law (Article 105 paragraph 3 and Articles 224 and 274);
3) Fails to keep book/record of decisions in the manner stipulated by this Law
(Article 108 paragraph 3);
4) Fails to prepare a report on relations with the parent undertaking and
undertakings where its parent undertaking has a status of parent or subsidiary undertaking (Article 133 paragraph 2 and Article 162 paragraph 1 item 1);
5) Influences the work of auditor during conduct of an audit (Article 201);
6) Carries out increase of the core capital and issue of new shares or issuing
participating interests contrary to this Law, founding agreement, articles of association or other applicable regulations (Articles 204, 208, 211 and 275);
7) Distributes profit, fails to refund received profit or pays out dividends contrary
to this Law, founding agreement, articles of association or other applicable regulations (Articles 218 and 237);
8) Gives a loan, guaranty or provides other type of financial support to a person for
the purpose of purchasing shares of that undertaking (Article 233 paragraph 1);
9) Fails to align the structure of management bodies or structures of members of
such bodies within three months following the day the Capital Market Commission adopts a decision confirming the success of the issue (Article 297 paragraph 5); 10)Fails to align structure of management bodies or structures of members of such bodies within six months following the day of the end of financial year in which were met conditions for change of status (Article 297 paragraph 6); 11)Fails to comply with the registration obligation within the deadlines stipulated by this Law (Article 329, paragraphs 1 and 2); 12)Fails to align the structure of the core capital within the deadlines stipulated by this Law, in the event of presence of shares of the same class with different nominal values in that undertaking (Article 329 paragraph 5).

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 156 (2) A pecuniary penalty in the amount ranging from 200 euro to 2,000 euro shall also be imposed on a responsible person in the business undertaking for the misdemeanour referred to in paragraph 1 of this Article. (3) A pecuniary penalty in the amount ranging from 200 euro to 2,000 euro shall also be imposed on an entrepreneur for the misdemeanour referred to in paragraph 1 of this Article. Pecuniary Penalties up to 7,500 euro
Article 326
(1) A pecuniary penalty in the amount ranging from 750 euro to 7,500 euro shall be imposed on a business undertaking or a foreign company branch, if:
1) Fails to timely submit for registration the information stipulated by this Law or
changes of data that it is obliged to submit pursuant to this Law (Article 7,
Article 60 paragraph 1, Articles 80, 99, 119, Article 171 paragraph 6, Article 174
paragraph 6, Article 191 paragraph 8, Article 199 paragraph 2, Article 204 paragraph 11, Article 216 paragraph 1, Article 220 paragraph 4, Article 242 paragraphs 15 and 18, Article 243 paragraph 1, Article 251 paragraph 5, Article 255 paragraph 1, Article 273 paragraph 1 and Article 318 paragraph 4);
2) Fails to duly submit the instrument of constitution and the articles of association
or fails to enter in these acts the data prescribed by the law (Articles 67, 68, 93, 94, 113, 114, 115, 270, 271, 272, Article 318 paragraph 3 and Article 323);
3) Refuses to give information or answer that it is obliged to provide pursuant to
this Law or the articles of association, founding agreement or other instrument of constitution to a member or shareholder of the undertaking, or if provides false information, or if prevents them from exercising their right to get information, or if fails to make public the data required to be disclosed by law, fails to issue notifications in the manner stipulated by law, or makes false public statement or other public notification or announcement (Article 100, Article 117 paragraph 3, Articles 124, 125, 126, 138 and 151, Article 198 paragraph 2,
Article 242 paragraph 11, Article 258 paragraph 3 and Article 304);
4) Fails to state the prescribed data in business letters and other business
documents, or on the website of the undertaking (Article 118 and Article 318 paragraph 5);
5) Fails to ensure compliance with the prescribed procedure for convening the
general meeting (Articles 135, 136, 137 and 138);
6) Fails to hold the ordinary general shareholders meeting within the prescribed
deadline (Article 135 paragraph 6);
7) Fails to allow voting by electronic means in accordance with this Law (Articles
136, 145 and 147);
8) Fails to make available voting results to shareholders in accordance with this
Law (Article 150);
9) Fails to hold a general shareholders meeting within the deadline prescribed by
the court ruling (Article 152);
10)Fails to ensure the appropriate structure of the board of directors or the supervisory board (Articles 155, 176 and 297);

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 157 11)In the event of termination of membership of a member of the board of directors, member of the management board or the supervisory board, fails to elect a new board of directors within 60 days following the day of registration of termination of membership in accordance with this Law (Article 171 paragraph 7, Article 179 paragraph 4 and Article 190); 12)In the event of termination of the executive director capacity, fails to elect a new executive director within 60 days following the day of registration of termination of term of office of the executive director with the CRPS (Article 174 paragraph 9); 13)In event of termination of the chairperson of the management board capacity, fails to elect a chairperson of the management board within 60 days following the day of registration of termination of term of office of the chairperson of the management board with the CRPS (Article 191 paragraph 9); 14)Fails to adopt the decision on issue of bonds in the procedure prescribed by this Law (Article 209 paragraph 3 and Article 210 paragraph 2); 15)Reduces capital contrary to the provisions on protection of creditors (Articles 219, 220, 221, 222, 223, 224 and 278); 16)Acquires or alienates own shares contrary to this Law (Articles 225, 226, 227, 228, 229 and 230). (2) A pecuniary penalty in the amount ranging from 150 euro to 1,500 euro shall also be imposed on a responsible person in the business undertaking for the misdemeanour referred to in paragraph 1 of this Article. (3) A pecuniary penalty in the amount ranging from 150 euro to 1,500 euro shall also be imposed on an entrepreneur for the misdemeanour referred to in paragraph 1 of this Article.
Article 327
A pecuniary penalty in the amount ranging from 200 euro to 2,000 euro shall be imposed on an entrepreneur for a misdemeanour, if:
1) Pursues the economic activity through a foreman who is not registered in
accordance with the law on registration, is not employed with the entrepreneur or does not meet special requirements stipulated with respect to personal qualifications of the entrepreneur (Article 63);
2) Fails to make the registration in accordance with Articles 65, 319 and 329
paragraph 4 of this Law.
Part Eleven
Transitional and Final Provisions
Adoption of Enabling Regulations
Article 328
(1) Enabling regulations referred to in Articles 319 and 324 of this Law shall be adopted within 60 days following the day this Law enters into force.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 158 (2) Until the adoption of the regulations referred to in paragraph 1 of this Article, the regulations adopted pursuant to the Law on Business Organizations (Official Gazette of the Republic of Montenegro, No 6/02 and Official Gazette of Montenegro, No 17/07, 80/08 and 36/11) shall apply. Aligning Organisation and Registration
Article 329
(1) Joint stock companies and limited liability companies referred to in Article 297 paragraphs 3 and 4 of this Law, registered with the CRPS until the entry into force of this Law, shall be obliged to align the organisation (article of association, the company bodies and other acts) with this Law and make registration of changes within nine months following the date of entry into force of this Law. (2) Other business undertakings registered in the CRPS until the entry into force of this Law, in order to comply with the provisions of this Law, shall be obliged to align the organisation with this Law and make registration of changes with the CRPS within 18 months following the date this Law enters into force. (3) General partnerships and entrepreneurs who were not registered with the CRPS until the entry into force of this Law, shale be obliged to register with the CRPS in accordance with this Law, within nine months following the date of entry into force of this Law. (4) Entrepreneurs, who are registered with the CRPS until the entry into force of this Law, shall be obliged to align their operations and submit a registration application for registration with the CRPS in accordance with this Law, within six months following the date of entry into force of this Law. (5) Joint stock companies in which ordinary shares of different nominal value existed on the date of entry into force of this Law shall be obliged to combine share classes through equalisation of nominal value, within one year following the date of entry into force of this Law, in such manner as to maintain the proportional participation in the total number of shares. On-going Procedures
Article 330
(1) The procedures for registration and restructuring of business undertakings initiated by convening the competent body of the undertaking before the entry into force of this Law shall be finalised pursuant to the law in force at the time of the initiation of the procedure. (2) The procedures for reduction or increase of capital and issue of shares initiated by convening the general shareholders meeting of a joint stock company and procedures for issue of shares pursuant to act on initial offering of shares shall be recorded and approved in accordance with provisions of the law governing the

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 159 operation of business undertakings at the time of convening the general meeting which includes proposal of stated decisions. Suspension of Procedures
Article 330a
Within five days as of the day this Law enters into force, the competent registration authority shall withdraw petitions for initiating the liquation proceedings for undertakings which were filed pursuant to Article 329 paragraph 5 of the Law on Business Undertakings (Official Gazette of Montenegro, No 65/20), and if the proceedings were initiated upon such petitions those shall be suspended. Application of Provisions
Article 331
Provisions of Article 120 paragraphs 8 and 9 and Articles 308 to 317 of this Law shall apply as of the Montenegro’s European Union accession date. Repeal
Article 332
The Law on Business undertakings (Official Gazette of the Republic of Montenegro, No 6/02 and Official Gazette of Montenegro, No 17/07, 80/08 and 36/11) shall be repealed as of the day of entry into force of this Law.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 160 Entry into Force
Article 333
This Law shall enter into force on the eighth day following the day of its publication in the Official Gazette of Montenegro. Number: 06-1/19-1/27 EPA 864 XXVI Podgorica, 25 June 2020 26th Parliament of Montenegro The Speaker of the Parliament Ivan Brajović, m.p.

Official Gazette of Montenegro, No 65/2020, 146/2021 [unofficial translation] Law on Business Undertakings 161 The consolidate text of the Law does not include the following provisions of the Law Amending and Supplementing the Law on Business Undertakings (Official Gazette of Montenegro, No 146/2021 of 31 December 2021):
"Article 4
This Law shall enter into force as of the day of its publication in the Official Gazette of Montenegro.”