On April 2, Montenegro’s new Competition Act entered into force. This post highlights the main changes to the merger control regime – and one key issue the legislature left untouched.
A missed opportunity: merger filing thresholds remain the same
Before turning to what is new, it is worth noting what has not changed: the merger filing thresholds.
For years, one of the main weaknesses of Montenegro’s merger control regime has been its low thresholds. Under the previous law, a filing obligation was triggered if, in addition to combined worldwide turnover of EUR 20 million, at least one party had Montenegrin turnover of EUR 1 million in the preceding year. In practice, this threshold could be met by the acquirer alone – even where the target had no sales in Montenegro at all.
The second threshold was also low, and often overlapped with the first: a filing was required if the parties’ combined Montenegrin turnover in the preceding year exceeded EUR 5 million. As a result, Montenegro saw a high volume of merger notifications (around a hundred per year), even though only a small share of those transactions had any meaningful competitive impact in Montenegro.
Both thresholds remain unchanged under the new Competition Act.
From a policy perspective, this is hard to justify. The adoption of an entirely new Competition Act was an obvious opportunity to make real improvements to the merger control framework. Adjusting the thresholds so they capture fewer transactions with no plausible local impact would have been one such improvement. Since that did not happen, the unchanged thresholds are a missed opportunity.
No more rush to file in Montenegro: the 15‑day filing deadline is scrapped
Under the previous law, Montenegro had a 15‑day deadline for filing notifiable concentrations, running from the signing of a binding transaction agreement or another triggering event. In practice, this often forced parties (and their local counsel) to scramble to collect information and supporting documents simply to meet the deadline.
The new Competition Act no longer contains a statutory filing deadline. As a result, parties can now prepare and submit filings under less time pressure.
This aligns Montenegro with North Macedonia, whose merger control rules also do not impose a filing deadline. By contrast, filing deadlines remain in place in Serbia, Bosnia and Herzegovina, and Albania.
New clearance deadlines: not necessarily faster proceedings
Apart from the low filing thresholds, another major weakness of the prior regime was the length of clearance proceedings. The previous Competition Act required the Montenegrin competition authority to clear a transaction within 105 working days from receipt of a complete notification. In practice, parties often waited four to five months from filing to obtain clearance.
The new Competition Act improves the statutory timeline for Phase I review. It provides for a deadline of 30 calendar days from the submission of a complete notification, with the relevant date confirmed by the authority in a certificate of completeness. While 30 calendar days is significantly shorter than 105 working days, this change will not necessarily translate into faster clearances in practice.
The key issue is that parties may still lack certainty as to when the authority will issue the certificate of completeness. The law does not set a deadline for issuing the certificate, so delays at that stage could still extend the overall review period.
A similar approach exists in Bosnia and Herzegovina, where the review clock is tied to a certificate of completeness and parties often wait several months to receive it. By contrast, North Macedonia also links the review period to a certificate of completeness, but the process is generally efficient because certificates are issued promptly. It remains to be seen which of these two models Montenegro will follow in practice.
Fine limits now expressly linked to worldwide turnover; no more 1% minimum
Under the previous law, the Montenegrin competition authority did not have the power to impose fines directly; it had to proceed through the misdemeanor court. That has not changed – fines for competition law infringements (including gun‑jumping) remain within the competence of the misdemeanor court.
What has changed are the statutory limits relevant to fines.
First, the previous law linked the fine cap to the undertaking’s total annual turnover in the preceding year, without expressly stating that this meant worldwide turnover. The new Competition Act expressly ties the cap to the undertaking’s worldwide turnover in the preceding year.
Second, the previous law included a minimum fine level: fines ranged from 1% to 10% of annual turnover, meaning a fine could not be below 1%. The new Competition Act removes that minimum. The fine cap (including for gun‑jumping) is now up to 10% of the undertaking’s annual turnover in the preceding year.
Key takeaways
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For more information about merger control in Montenegro, please contact Dragan Gajin, Head of Competition at Doklestic Repic & Gajin.