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Financial · tax · legal

Due diligence in Montenegro

Know what you are buying: we check earnings, tax exposure, property titles, contracts and permits before you sign. Legal work by partner law firms; reports in English.

We reply on the next working day. We name the fee in writing, in our reply to your inquiry. Scope and timing are confirmed in writing before work starts.

Schule d.o.o. Podgorica Checked

  • WorkstreamsFinancial, tax, legal
  • PhasesFour, from scoping to the SPA
  • ReportsIn English

IWho it is for

Who this is for

Undisclosed liabilities, unclear property titles, tax exposure from related-party transactions and gaps in permits are found before signing, when they can still change the price, the terms or the decision.

  • Foreign investors buying in Montenegro

    Financial, tax and legal due diligence before you sign, with reports in English.

  • International advisers

    We can act as the local workstream for your international advisers and align our reporting with your due diligence framework.

  • Buyers who need a vehicle

    If you need a company for the acquisition or an account for the purchase price, we set them up as well.

IIWhat you get

Our due diligence scope

Three workstreams that run in parallel.

  1. 01

    Financial due diligence

    • Quality of earnings: normalizing EBITDA for non-recurring items
    • Working capital assessment and net debt bridge
    • Revenue sustainability and customer concentration
    • Cash flow checked against bank statements
    • Related-party transactions (arm's length)
    • Hidden liabilities: off-balance-sheet commitments and guarantees
  2. 02

    Tax due diligence

    • Corporate income tax compliance for the open tax years
    • VAT position: input tax credits and reverse charge
    • Transfer pricing documentation
    • Withholding tax on cross-border payments (dividends, royalties, services)
    • Use of tax incentives (free zones, development areas)
    • Potential tax exposure, quantified with probability weighting
  3. 03

    Legal due diligence (with partner law firms)

    • Corporate structure and ownership
    • Real estate title search and encumbrance check
    • Material contracts: change of control provisions
    • Employment: collective agreements and severance obligations
    • Litigation and regulatory proceedings
    • Environmental and permit compliance
  • 3

    workstreams: financial, tax and legal

  • 4

    phases, from scoping to support on the SPA

  • 18

    checks listed across the three workstreams

IIIProcess and timing

Due diligence in four phases

Four phases, from scoping to support on the SPA. Financial, tax and legal workstreams run in parallel; legal work is done by partner law firms.

  1. 01Scoping and planning

    Scope, materiality thresholds and the information request list. Data room access set up.

  2. 02Fieldwork

    Document review, management interviews and site visits. Financial, tax and legal workstreams run in parallel.

  3. 03Analysis and findings

    Red flags, quantified exposure and deal-breakers. Draft findings with the impact on price and terms.

  4. 04Reporting and support

    Final report with an executive summary. Support on warranties, indemnities and price adjustments in the SPA.

What you provide

What we need from you

Typical list. The request list for your target is agreed in the scoping call.

  • Access to a data room, or the documents on our information request list

  • A contact person on the target's side who can answer our questions

  • Time with the target's management for interviews

  • Your letter of intent or term sheet, if there is one, and the structure you have in mind

  • If we work as the local workstream: the scope and reporting format of your international advisers

IVMethodology

Undisclosed liabilities are found before signing, when they can still change the price, the terms or the decision.

Why due diligence before you sign

Why Montenegro Advisory

One team on the ground

Sectors we scope reviews for: tourism and hospitality, real estate development, energy (solar, wind), IT and services, retail and distribution, construction, agriculture and food processing, and financial services.

  • A Podgorica team working with Montenegrin companies since 2015.

  • The review is led by finance people; legal work is done by partner law firms.

  • Related-party flows are checked with the team behind transferne-cijene.me.

  • Reports in English, fieldwork in Montenegrin.

  • Buying a flat or a house, not a company? See the independent price and seller check before you pay a deposit.

  • After closing: company formation and bank account for the acquisition vehicle.

  • Part of Schule, which also covers valuations (procjene.me).

VIFee

What due diligence costs

We name the fee in writing, in our reply to your inquiry. Scope, fee and timing are then confirmed in writing before work starts.

Named in our written reply

Scope, fee and timing confirmed in writing before work starts

Listed separately in the proposal

  • Fees of partner law firms for the legal workstream, unless the proposal states otherwise
  • Official fees for extracts from registries, the cadastre and courts
  • Certified translations of documents
  • A valuation of the target or its assets, unless agreed in the proposal

What is not included is listed in the written proposal.

VIISources and legal framework

Who writes this page

Execution desk of Schule d.o.o. Podgorica. The same team writes these pages and answers inquiries.

Checked

VIIIQuestions

Due diligence: questions

How is due diligence for an acquisition in Montenegro done?

In four phases: scoping and planning (scope, materiality, information request list, data room), fieldwork (documents, management interviews, site visits; financial, tax and legal workstreams in parallel), analysis and findings (red flags, quantified exposure, deal-breakers, impact on price and terms), and reporting with support on warranties, indemnities and price adjustments in the SPA. In Montenegro we check property titles and encumbrances, tax exposure from related-party transactions, cash-based revenue and permits first. Legal work is done by partner law firms; reports are in English.

How long does due diligence take in Montenegro?

It depends on the size of the target and how ready the data room is. The timeline is written into the proposal before work starts.

What does due diligence cost?

We name the fee in writing, in our reply to your inquiry. Scope, fee and timing are then confirmed in writing before work starts.

Can you work with our international advisers?

Yes. We can act as the local workstream for your international advisers and align our reporting with your due diligence framework.

What do you check first in Montenegro?

Property titles and encumbrances, tax exposure from related-party transactions, cash-based revenue, and permits for the activity.

Do you provide post-acquisition support?

Yes: management reporting set-up and ongoing tax and compliance support after closing. If you need a company for the acquisition or an account for the purchase price, we set them up as well. Company formation → Bank account →

Send us the details

Tell us what you need and by when.

Your inquiry is handled by the Schule team in Podgorica: company set-up, bank file and due diligence.

We reply on the next working day. Scope, timing and fee are confirmed in writing before work starts.

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