On 25 March 2026, the Parliament of Montenegro adopted a new Law on Protection of Competition (the “Law”), marking a significant milestone in aligning Montenegro’s competition framework with the EU acquis and its broader EU accession process. According to the Montenegrin Agency for Protection of Competition (the “Agency”), the Law is intended to strengthen institutional capacity, streamline enforcement procedures, and introduce a clearer penalties regime.
The Law introduces several significant changes to merger control, the exemption of restrictive agreements, and antitrust enforcement in Montenegro. The most notable changes are outlined below.
- Major Procedural Shifts in Merger Control Proceedings
The Law introduces the following significant procedural changes in order to enhance the efficiency of merger control proceedings:
- No statutory merger filing deadline: The previous 15-calendar-day deadline for filing a merger notification has been abolished. The Law now requires that a merger notification be filed “after” the occurrence of one of the triggering events (the conclusion of a transaction agreement, the announcement of a public bid, or the acquisition of a controlling interest), with no prescribed deadline for doing so. However, the notifiable transaction still may not be implemented prior to receiving clearance from the Agency.
- Phase I review period: The review period in which the Agency must issue a merger clearance decision is reduced from 105 working days from submission of a complete merger notification to 30 calendar days from submission of a complete merger notification, as indicated in a certificate of completeness.
- Phase II review period: The Phase II (in-depth) procedure will be initiated if there are reasonable grounds to presume that the concentration may have a negative effect on competition. The Agency must issue a decision in Phase II within four months from the date of submission of the merger notification.
- New Self-Assessment Regime
The regime governing individual exemptions is now aligned with the EU self-assessment model. The previous requirement to obtain prior approval from the Agency for individual exemption of the restrictive agreements has been abolished. Undertakings are now responsible for assessing whether their agreements meet the conditions for exemption, without seeking prior approval from the Agency.
- Clarified Penalties and Enforcement
The financial risks for non-compliance have become clearer:
- Substantive fines: Fines for implementing prohibited concentrations may reach up to 10% of an undertaking’s total worldwide annual turnover generated in the last financial year preceding the issuance of the decision for which the financial statements are prepared. This represents a significant departure from the previous Montenegrin Law on Protection of Competition in three key respects: (i) Removal of the minimum fine: The previous 1% minimum fine has been abolished, giving the authority greater flexibility in calibrating sanctions; (ii) Clarification of the turnover base: Whereas the previous law left ambiguous whether fines should be calculated on the basis of global group turnover or turnover generated solely in Montenegro, the Law expressly provides that worldwide turnover is the applicable measure; and (iii) Change in the reference year: Under the previous law, the relevant turnover was calculated by reference to the financial year preceding the competition infringement. The new Law shifts this reference point to the financial year preceding the issuance of the decision, which may result in a higher fine base where turnover has grown in the intervening period.
- Procedural fines: Procedural fines for obstruction of investigations, misuse of privileged communications, providing inaccurate or incomplete information, or failure to comply with the standstill obligation may reach up to 1% of worldwide turnover.
- Inspections: Unannounced inspections of non-business premises (including private homes or other premises not used for business purposes) may be conducted only upon prior approval of the Administrative Court of Montenegro.
- Institutional and International Cooperation
- Leniency program: The Law comprehensively restructures the leniency framework, introducing detailed rules on immunity and reduction of fines. The new rules governing the leniency program and the possibility of obtaining immunity or a reduction in fines will apply upon Montenegro’s accession to the EU.
- Publication of decisions: The Agency will be obliged to publish on its website non-confidential versions of its decisions in full, while the operative part of each decision will be published in the Official Gazette of Montenegro.
- Institutional powers: The Agency is granted broader investigative and evidence-gathering powers, and its operational capacity is reinforced.
- EU cooperation: The Law enhances cooperation with the European Commission and competition authorities of EU Member States, including provisions on mutual assistance and cross-border enforcement of fines.
The Law enters into force on the eighth day after its publication in the Official Gazette of Montenegro.
The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.
