The Parliament of Montenegro has adopted the Law on Amendments to the Law on Companies.
This Law includes the deletion of a paragraph related to the method of convening and holding an extraordinary assembly:
(1) An extraordinary shareholders’ assembly is convened and held in accordance with Articles 135 to 143 of this Law, provided that the notice of convening the extraordinary assembly also includes the proposed decisions to be considered at that assembly.
(2) The secretary of the company, on behalf of the board of directors or the supervisory board, delivers the notice of convening the extraordinary shareholders’ assembly in accordance with the procedure established by this Law and the statute, no later than 30 days before the date of the assembly.
(3) When the net assets of the company are reduced by half or less than half of the value of the company’s core capital, the board of directors or the supervisory board shall convene an extraordinary assembly of the company within 14 days from the date the member of the board of directors or supervisory board becomes aware of this fact.
(4) In the case referred to in paragraph 3, the extraordinary assembly shall be held within 30 days from the date of the decision to convene the assembly, and the proposed decisions cannot be adopted unless they are specifically listed as an agenda item in the call for convening the assembly.
(5) If a repeated assembly is convened, shareholders must be notified no later than ten days before the date of the assembly.
(6) An extraordinary shareholders’ assembly may be convened without adhering to the specified deadlines, provided that all voting shareholders or their proxies agree to it.
Two new articles are added as follows:
Article 151a
(1) The board of directors or the supervisory board is obliged to convene an extraordinary shareholders’ assembly upon the request of 95% of shareholders with voting rights.
(2) The extraordinary assembly referred to in paragraph 1 of this article shall be convened within eight days from the date of receipt of the request for convening the assembly, and it shall be held within 21 days from the date of the decision to convene the assembly.
(3) If the board of directors or the supervisory board does not convene the shareholders’ assembly within the deadline specified in paragraph 2 of this article, the shareholders who submitted the request to convene the assembly shall have the right to convene the assembly at the expense of the company within five days from the expiration of the deadline for convening the assembly.
(4) The shareholders’ assembly referred to in paragraph 3 of this article shall be held within 15 days from the date of the decision to convene it.
(5) The notice of convening the assembly referred to in paragraphs 1 and 3 of this article shall be published twice in at least one daily print medium issued in Montenegro and on the company’s website as soon as possible, but no later than two days from the date of the decision to convene the assembly.
(6) An extraordinary shareholders’ assembly may be convened without adhering to the specified deadlines, provided that all voting shareholders or their proxies agree to it.
Article 330b
The procedures for convening and holding shareholders’ assemblies that commenced before the entry into force of this Law shall be completed in accordance with this Law, except if the deadlines for holding the assembly are shorter than the deadlines stipulated in Article 151a of this Law.
This Rulebook was published in the “Official Gazette of Montenegro” no. 4/24 on 23.01.2024 and enters into force on the date of publication.
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