MONTENEGRO Law and Practice Contributed by: Bisera Andrijasevic and Marija Ksenija Popović, BDK Advokati
Please see 2.5 Jurisdictional Thresholds for the rules on calculating the revenues in the context of joint ventures for jurisdictional assessment purposes. 2.11 Power of Authorities to Investigate a Transaction Transactions are subject to the Agency’s merg - er control regime only if they meet the turnover thresholds outlined in 2.5 Jurisdictional Thresh- olds . As previously indicated in 2.1 Notification , the Competition Act grants the Agency the authority to require the parties to notify an already closed transaction that does not meet the turnover thresholds if their market share of the parties in a relevant market in Montenegro exceeds 60%. According to information which is publicly avail - able, the Agency has never used this power. A procedure to establish a violation of the Com - petition Act cannot be initiated if more than two years have passed since the violation occurred, with an absolute statute of limitations of four years from the date of the violation. 2.12 Requirement for Clearance Before Implementation The implementation of a transaction cannot pro - ceed until the merger approval is obtained or the statutory deadlines for the Agency’s decision- making have expired. An exception to this rule applies in the case of a public sale conducted in accordance with the law (see 2.14 Exceptions to Suspensive Effect ). For multi-step transactions, the Competition Act stipulates that two or more transactions (eg, acquisition of shares or stakes) between the same undertakings, conducted within a period of less than two years, shall be treated as a
single concentration. In such cases, clearance for the concentration must be obtained before implementing the first transaction. 2.13 Penalties for the Implementation of a Transaction Before Clearance If a party closes a transaction without prior noti - fication or in violation of the standstill obliga - tion, it may be fined between 1% and 10% of its turnover generated in the year preceding the infringement. While the law does not explicitly specify whether the fine is calculated based on worldwide or national turnover, in practice, courts have determined fines using the turno - ver generated in Montenegro. Additionally, if a legal entity is penalised for gun-jumping, the responsible individual within the entity will also be fined, with amounts ranging from EUR1,000 to EUR4,000. The Agency does not have the authority to impose fines for gun-jumping but may initiate misdemeanour proceedings, which are then conducted by competent misdemeanour courts. These courts handle their own proceedings and impose fines. However, this enforcement system has proven largely ineffective. As a result, the new Competition Act, currently in development, is expected to transfer the power to impose fines directly to the Agency (see 2025 Trends & Devel - opments). In practice, misdemeanour proceedings often take more than a year to conclude. Fines have been rare and are typically imposed at the lowest end of the prescribed range, sometimes even below the minimum, as permitted by the Mis - demeanour Act in cases of mitigating circum - stances. Notably, fines have also been imposed in instances of foreign-to-foreign transactions.
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