Montenegro is considering changes to corporate voting rules after repeated failures to secure qualified shareholder majorities blocked governance decisions at several strategically important companies, raising questions over the balance between management effectiveness and minority-investor protection.
The Ministry of Economic Development is awaiting a European Commission opinion on proposed amendments to the Company Law that could address problems created by the current requirement for a two-thirds majority for some key shareholder decisions.
The issue has become increasingly visible at companies including Barska Plovidba, Budvanska Rivijera and Port of Adria, where ownership structures allow minority shareholders effectively to block statutory or governance changes by withholding participation.
The most immediate example is Barska Plovidba.
The majority state-owned shipping company has repeatedly failed to obtain sufficient shareholder participation to approve a new statute and board structure required under Montenegro’s updated Company Law.
At its latest meeting, only 57.3% of shares were represented, well below the more than 66% needed for the relevant decisions.
The state owns 51.9% of the company.
That gives the government ordinary majority control but leaves it unable to take decisions requiring a qualified majority without cooperation from minority shareholders.
The repeated failure has exposed a broader weakness in Montenegro’s corporate-governance framework.
A voting threshold designed to protect minority investors can become a mechanism for prolonged deadlock when shareholders can block decisions simply by staying away.
During consultation on the amendments, Port of Adria proposed either lowering the qualified-majority threshold or creating a mechanism under which subsequent duly convened shareholder meetings could proceed with a lower threshold after repeated failures to reach the original quorum.
The government has not yet announced the final model.
Any reform would need to strike a difficult balance.
Lower thresholds could make companies easier to govern and reduce the ability of passive minorities to paralyse corporate decisions.
But weakening qualified-majority protections could also increase the power of controlling shareholders, particularly in companies where the state or a strategic investor already owns slightly more than half of the equity.
That is especially sensitive in Montenegro, where several major companies emerged from privatisation or partial privatisation and retain mixed ownership structures.
Qualified-majority rules are intended to protect minority shareholders when decisions fundamentally alter the company, including changes to statutes, capital structures or governance arrangements.
Reducing those protections without strong safeguards could increase concerns over shareholder rights and corporate transparency.
The European Commission’s view is therefore important.
Montenegro is aligning its company law and capital-market framework with EU standards as part of the accession process, meaning any solution must be compatible with European rules on shareholder protection and corporate governance.
The issue also has direct commercial consequences.
A company unable to appoint boards, amend statutes or approve restructuring can struggle to make investment decisions, obtain financing or attract strategic partners.
That risk is particularly relevant for Barska Plovidba, which operates in a capital-intensive shipping market where vessel investment and fleet renewal require long-term financing.
The company’s governance uncertainty comes as Montenegro considers the strategic future of its maritime and logistics sector.
The government has previously explored investment options involving private capital, while the Port of Bar remains central to plans to strengthen freight connections with Serbia and the wider Western Balkans.
Governance paralysis makes those decisions more difficult.
Similar issues at tourism and port companies underline that this is not limited to one enterprise.
Budvanska Rivijera, one of Montenegro’s best-known tourism companies, has long been affected by complex ownership and asset-management questions.
Port of Adria, meanwhile, operates critical cargo-handling infrastructure at Bar.
In such companies, prolonged shareholder deadlock can delay investment and reduce management flexibility.
The proposed reform could therefore materially affect the balance of power across several major corporate assets.
For investors, the central question will be whether Montenegro creates a mechanism that prevents deliberate obstruction without removing meaningful minority protections.
One option would be to maintain a high threshold at the first meeting but allow a reduced threshold at subsequent meetings, provided shareholders receive adequate notice and the decisions involved are clearly defined.
Another would be to differentiate between routine governance decisions and fundamental transactions affecting ownership or shareholder rights.
The latter could continue to require stronger protection.
That distinction may be important if Montenegro wants to improve corporate efficiency without creating the perception that company law is being rewritten primarily to benefit controlling shareholders.
The timing is also significant.
As Montenegro approaches EU membership, corporate governance will increasingly influence its ability to attract institutional investors rather than purely strategic or property-focused capital.
Investors considering minority stakes need confidence that their rights are protected.
At the same time, majority investors need assurance that minority shareholders cannot indefinitely prevent companies from functioning.
The current disputes show those two objectives are not yet fully reconciled.
The final amendments will therefore matter well beyond Barska Plovidba.
They could redefine how power is exercised in Montenegro’s mixed-ownership companies and determine whether corporate-law reform improves investment efficiency without weakening the protections needed to deepen the country’s capital market.
