Minority shareholders of the agricultural company "Montepranzo - Bokaprodukt" AD Tivat, who together own more than 13% of the company's shares, have announced the initiation of proceedings before the Commercial Court against the state as the majority owner, due to the way it manages the company, which has been practically destroyed.
"Montepranzo" has large areas of land in an attractive location near Tivat Airport, where no agricultural production has been carried out for a long time. The former vineyards, orchards and greenhouses have been completely devastated, and part of the area has even been converted into unofficial temporary landfills for various types of waste.
The Municipality of Tivat is demanding millions of dollars from the company in the form of collected real estate taxes and has officially requested that the state, as the majority owner of “Montepranzo”, “settle” these debts by ceding to the Municipality a part of the land complex across from the Airport. State representatives have so far ignored these requests from the Municipality, and in the meantime, things have become even more complicated due to the request of the Government of the Republic of Croatia to Montenegro to return the property of indigenous Croatian families from Boka Bay that was once nationalized. This request largely refers to the former private properties in the cadastral municipality of Mrčevac in Tivat, which were nationalized in the 1950s and turned into state agricultural property - the current “Montepranzo”.
Croatian head of diplomacy Gordan Grlic-Radman said that for years there have been final judgments of the competent courts in Montenegro that ordered the return of this property to its rightful private owners, but that despite this, these citizens, who are mostly of Croatian nationality, have not been able to register in the cadastre as owners to this day. Grlić-Radman stressed that in order to close the benchmarks in Chapter 23, “it is necessary for Montenegro to implement the court decisions regarding the property seized from the Tivat families,” and that he “received a promise from the Montenegrin side that they will put pressure” on the cadastre.
On the other hand, the minority shareholders of "Montepranza" in a statement they submitted to "Vijesti" yesterday point out that "further silence about the situation in this company has become impossible" and announce that due to the way in which they, but also the entire company, are being treated by the state as the majority owner, they will take all measures allowed by law.
"After years of ignoring warnings, lack of responsibility and obvious violations of the law, it is clear that the majority owner - the Investment and Development Fund, today the Development Bank of Montenegro, bears key responsibility for the state the Company is in today. The last Shareholders' Assembly, formally designated as a regular annual one, and held at the end of December, more precisely on December 29, 2025, represents a flagrant violation of the Law on Business Companies (Article 135, item 6). The law leaves no room for interpretation - a regular Assembly must be held within the legally prescribed deadline. Its scheduling months after the expiration of that deadline cannot be justified by ignorance or technical reasons, but rather indicates a conscious disregard for legal obligations," the minority shareholders stated, emphasizing that "such an Assembly, in our opinion, cannot produce legal and legitimate decisions."
"It is only a formal attempt to administratively 'cover up' years of passivity and delay, to the direct detriment of shareholders' rights," said the minority shareholders, emphasizing that "Montepranzo-Bokaprodukt" "has not actually been operating for years."
"Accounts are blocked, tax debt and interest are growing uncontrollably, capital is negative, and the value of assets is decreasing year after year. All this is happening while the Development Bank of Montenegro, as the majority owner, has a decisive influence on the composition of the Board of Directors and the strategic decisions of the Company. Despite this, there is no serious recovery measure, no independent assessment of assets, no clear strategy, nor accountability for decisions made or missed. Representatives of the majority owner on the Board of Directors change frequently, without continuity, without results, and without any effect on the stabilization of the Company," they state.
As they point out, they are particularly concerned by the fact that the Development Bank "persistently refuses to include representatives of minority shareholders on the Board of Directors, even though that would be the minimum of good corporate practice."
"This further deepens the lack of transparency and creates the impression that decisions are made without real control and without an internal balance of interests. In this context, it is legitimate to raise the question of the expert and professional capacities of individual members of the Board of Directors in front of the majority owner, because the long-standing absence of any positive progress cannot remain unanswered," the minority shareholders underline.
If Razvojna Banka, as the majority owner, does not assume real responsibility in the short term and does not begin the process of legal and transparent management of the Company, the minority shareholders announce that they will initiate appropriate proceedings before the Commercial Court.
"These proceedings will include challenging the legality of convening the regular Shareholders' Meeting, examining liability for long-term negligence in management that caused large losses and a blocked account, as well as taking all other measures provided for by law to protect the property and rights of shareholders," the minority shareholders concluded in their statement.
Auditors have been warning about chaos in the company for years
Small shareholders say that the assets of "Montepranza", which represent the core value of the company, are today "neglected, undervalued and legally uncertain".
"For years, audit reports have indicated inconsistencies in cadastral and accounting data, but without any reaction from the management bodies. Additionally, what has recently come into the public spotlight is the 'Montepranza' Agreement with the Municipality of Tivat on the temporary transfer of land without compensation, which has been grossly rendered meaningless by turning that area into a landfill, with no intention of returning it to its original state and without protecting the interests of the Company. Such action would not have been possible without the tacit consent or complete passivity of those who were obliged to protect the property, namely the members of the Board of Directors, who were appointed exclusively by the majority owner," the minority shareholders say, adding that "this situation cannot be tolerated any longer.", the shareholders' statement states.
Bonus video:
