Podgorica, August 2026.

The Tax Administration of Montenegro has published a notice reminding taxpayers that transferring a stake in a legal entity can give rise to capital gains tax. The notice appeared on the IRMS portal and applies to both individuals and companies.

For company owners in Montenegro — especially foreign founders, who often buy and sell already registered companies — this is worth taking seriously.

What the Tax Administration said

A capital gain on a stake in a legal entity is the difference between the sale value and the acquisition value of that stake. For individuals this is governed by Article 37e of the Personal Income Tax Act, and for companies by Article 21 of the Corporate Profit Tax Act, which treats income from the sale or other transfer of land, buildings, property rights, equity stakes and securities as a capital gain.

The Tax Administration explicitly notes that changes in ownership structure are recorded in the Central Register of Business Entities and that it has access to those records. In other words, a transfer of a stake is not a transaction that goes unnoticed.

The price in the contract is not the last word

This is the part many people overlook in practice.

As a rule, the sale and acquisition value of a stake is the amount stated in the purchase agreement. But if the agreed sale value is below market value, the sale value is determined by the tax authority itself, under the law governing tax procedure.

That means transferring a stake for a symbolic amount — still a common practice when company ownership changes — does not automatically mean there is no tax liability. If the Tax Administration finds the real market value of the stake to be considerably higher, it will assess tax on that value, regardless of what the contract says.

For individuals, the capital gains tax rate is 15%.

Non-residents and liquidation

The notice also covers two situations that come up often with foreign-owned companies.

For non-resident legal entities, income from capital gains realised in Montenegro is taxed at 15%, unless a double taxation treaty provides otherwise. The key here is to check whether Montenegro has a treaty with the owner's country of residence and whether the conditions for applying it are met.

In a liquidation, a legal entity must determine the capital gain or loss as if it had sold its assets at market price. Liquidation is therefore not a tax-neutral operation.

What this means for you

If you are planning a transfer of a stake, or have already made one, check the following:

  • Whether the difference between the acquisition and sale value is positive, and what tax would follow from it
  • Whether the agreed price can be defended as a market price, and on what basis
  • Whether you are a resident or a non-resident, and whether a double taxation treaty applies to you
  • Whether the liability was declared within the statutory deadline

A transfer of a stake is usually treated as a legal formality — draw up the contract, have it notarised, file the change with the CRPS, and stop there. The tax side surfaces much later, usually when the Tax Administration compares the register's own data.

If you have recently changed your company's ownership structure or plan to, contact us before you sign. At that stage the tax effect can still be planned; after signing it can only be calculated.

Source: notice of the Tax Administration of Montenegro, IRMS portal (irms.tax.gov.me).

This text is informative and does not constitute a tax or legal opinion on any specific case. To have your situation assessed, book a consultation.