MONTENEGRO Law and Practice Contributed by: Bisera Andrijasevic and Marija Ksenija Popović, BDK Advokati
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation The rules governing merger control in Montenegro are set out in the Protection of Competition Act ( Zakon o zaštiti konkurencije ) (Official Gazette of Montenegro, No 46/2026) (the “Competition Act”). In addition to the Competition Act, detailed rules applicable to merger control are regulated by the fol - lowing bylaws: • the Regulation on the List of Competition Rules ( Uredba o Listi pravila konkurencije ) (Official Gazette of Montenegro, No 62/2026) (the “Com - petition Rules List”), which transposes the EU soft law legislation, including those related to concen - trations, most notably the Commission Consoli- dated Jurisdictional Notice under Council Regula - tion (EC) No 139/2004; the Commission Notice on a simplified treatment for certain concentrations under Council Regulation (EC) No 139/2004, the Guidelines on the Assessment of Non-Horizontal Mergers, and the Guidelines on the Assessment of Horizontal Mergers; • the Guidelines on the Content and Method for Sub - mission of Merger Notification ( Uputstvo o sadržaju i načinu podnošenja zahtjeva za izdavanje odobren - ja za sprovođenje koncentracije ) (Official Gazette of Montenegro, No 18/2023) (the “Merger Notification Guidelines”); • the Rulebook on the Method and Criteria for Determining the Relevant Market ( Pravilnik o načinu i kriterijumima utvrđivanja relevantnog tržišta ) (Official Gazette of Montenegro, No 18/2023) (the “Rulebook on the Relevant Market”); • the Notice on the Protection of Confidential Busi - ness Information in Proceedings Before the Agency for Protection of Competition, dated 30 September 2014 ( Obavještenje o zaštiti povjerljivih poslovnih podataka u postupku pred Agencijom za zaštitu konkurencije ) (the “Notice on the Protection of Confidential Information”); and • the Tariff on the Amount of Payable Fees in the Proceedings Before the Agency for Protection of Competition ( Tarifnik o visini naknada koje se plaćaju u postupku pred Agencijom za zaštitu
konkurencije ) (Official Gazette of Montenegro, No 14/2013) (the “Tariff”). The Montenegrin Parliament adopted a new Com - petition Act on 25 March 2026, which entered into force on 2 April 2026. The new Competition Act is fully harmonised with EU competition law, most nota - bly Council Regulation (EC) No 1/2003 and Directive (EU) 2019/1 (the “ECN+ Directive”), while additional amendments may be introduced to fully harmonise the Competition Act with the EU Merger Regulation (EUMR). The Competition Act also explicitly provides that the national competition law framework is to be interpreted in accordance with the principles devel - oped in EU legal instruments, including EU soft law. In this regard, the government published the Regula - tion on the List of Competition Rules on 8 May 2026, which entered into force on 16 May 2026. As a result, EU guidance will from now on play an increasingly important role in the interpretation and application of Montenegrin competition rules. 1.2 Legislation Relating to Particular Sectors The Competition Act is applicable to mergers regard - less of the sector. However, additional specific sec - toral regulations govern mergers within certain indus - tries, as outlined below. • Banking: any acquisition of a qualified sharehold - ing in a credit institution – defined as a direct or indirect investment of at least 10% of capital or voting rights, or any investment granting significant influence over management, or any increase in an existing qualifying shareholding that would raise it to or above 20%, 30%, or 50% ‒ requires prior authorisation from the Central Bank of Montenegro. • Investment funds: any person intending to acquire a qualified participation in an investment fund management company is required to obtain the consent from the Capital Markets Commission for such acquisition. Furthermore, any person already holding a qualified participation who intends to increase their stake in the capital or voting rights of the management company to reach or exceed 20%, 30% or 50% is also obligated to secure the Commission’s approval for such an increase. • Insurance: any acquisition of a qualified share - holding, defined as sole or joint, direct or indirect
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