Company Registration in Monaco - Business Starting & Setup

Monaco has a civil law system influenced by French legal tradition. Several fields of law are regulated by French laws.

Companies are regulated by Commercial Code, which is essentially similar to its French equivalent.

The principal forms of business organization in Monaco are:

• Limited Liability Company (Société à responsabilité limitée (SARL));
• Joint Stock Company (Société Anonyme Monégasque (SAM));
• General Partnership (Société en Nom Collectif (SNC));
• Limited Partnership (Société en commandite simple (SCS));
• Sole Trader.

The most common structure is the company with limited liability (SARL).

Comparison of Types of Entity of Monaco

Company name must be preceded or followed by the words Societe a responsabilite limitee or its abbreviation S.A.R.L.

It may contain the name of one or more partners.

To incorporate a SARL company in Monaco the following steps are required:

1. Apply for a business permit: Partners who wish to carry out certain business activities that require authorization (insurance, accounting, legal and financial activities, property, media, personal domestic services, health sector, food sector, cosmetics, transport, etc.), must make an application for permit to carry out a business activity and provide all supporting documents. Please note that a partner of foreign nationality always has to make an application for permit to carry out a business activity.

2. Make a declaration of intent to carry out a business activity: Documents to be provided:

• The completed form “Application for permit to carry out a business activity in the Principality of Monaco”.
• Two original copies of the articles of association registered with the Department of Tax Services.
• A completed “Personal Information” form for each partner.
• A certificate of nationality or copy of ID card.
• A copy of the applicant’s criminal record, not more than three months old. This should be obtained from the General Court Registry of Monaco.
• The “Information on business premises” form.
• The deed of occupancy.
• In cases involving lease management: the contract or contract agreement.
• In cases involving the purchase of an existing business or of tenancy rights: the deed of transfer of business or of tenancy rights or the transfer agreement.

3. Declare a business activity: The declaration of business activity including all supporting documents must be submitted to the Business Development Agency. It is returned with a receipt, dated and signed by the Minister of State, within two weeks from the date of submission of the declaration.

4. Draw up and sign Memorandum and Articles of Association: Memorandum and Articles of Association should contain the following information:

• the company's legal form;
• the number of shareholders;
• the duration of SARL: the duration of a firm cannot exceed 99 years;
• the company name;
• the registered office;
• the company objects;
• the amount of the share capital and a valuation of each contribution in kind;
• allocation of shares among shareholders, and shares paid up;
• the company year-end;
• appointment of Managing Director(s);
• the conditions under which the company is to be run;
• resolutions to be taken by the shareholders at General Meetings;
• procedures for calling and holding meetings and majorities required when passing resolutions.

5. Enter the company in the Register of Trade and Industry: Entry into this register follows submission of a copy of the articles of association to the General Court Registry and publication in the Journal de Monaco of an announcement of establishment. This is at the expense of the company by intermediary of the Business Development Agency. Entry into the register is subject to proof of payment of cash contributions forming the minimum share capital through submission of the certificate of deposit of funds from the credit institution with which an account was opened for this purpose.

6. Register on the NIS (Statistical Identification Number): Register with IMSEE (Monegasque Institute of Statistics and Economic Studies) This number is used for official classifications and statistics and is necessary throughout the life cycle of your company (opening a bank account, establishing a telephone line, etc.).

7. Declare existence of the company to the Department of Tax Services.

8. Register the managers with the CAMTI-CARTI.

It takes about 3 months to startup a new company in Monaco.

Each SARL must have a registered office in Monaco. The registered office of an SARL

• can be established on commercial premises (commercial lease, short-term lease or temporary tenancy agreement);
• can be domiciled at the Managing Director's personal address in Monaco for a duration of one year, that may be renewed once, as from publication in the Journal de Monaco of the transcript of the Memorandum of Association if no legislative, regulatory or contractual provision is opposed thereto; the firm's activities do not involve reception of clients or the storage or display of goods; the firm employs no staff;
• can be either with a domiciliation company for a period limited to one year (may be renewed once) or on premises occupied by another firm.

There are no mandatory requirements regarding the company seal.

The redomiciliation of companies either to or from Monaco is not permitted.

An SARL must be managed by one or more natural persons. A company cannot therefore be the Managing Director of an SARL (article 35-4 of the code de commerce).

The first Managing Director(s) are appointed by the shareholders in the Articles of Association and may be removed under the conditions laid down therein.

Powers of the Managing Director:

• The Managing Director may carry out any and all acts that are required or appropriate in fulfilling the company objects, subject to powers bestowed by law or the Articles of Association upon the shareholders.
• If the Articles of Association have not limited his/her powers, the Managing Director may thus carry out any and all acts of management insofar as the latter are related to the activities of the SARL and are in line with the firm's interests.
• The Managing Director may, in the name of the firm and in line with the company objects, sign contracts and agreements, hire staff, take legal action, etc.

The Managing Director's powers can be limited by:

• The Articles of Association: some clauses in the Articles of Association may render certain acts subject to prior authorization by the body of shareholders.
• The powers bestowed upon shareholders by the law: the company's legal representative cannot take any action that is solely incumbent upon the shareholders, such as amendments to the Articles of Association or transfers of goodwill leading to the liquidation of the firm.

Among the Managing Director's obligations are holding meetings:

• Ordinary General Meetings (OGMs) and
• Extraordinary General Meetings (EGMs).

SARL in Monaco should have at least 2 shareholders. Shareholders can be natural persons and legal entities. Resident and non-resident shareholders are allowed.

Shareholder names are filed on the public register.

Shareholders should participate in annual ordinary general meetings. The annual accounts must be approved by the OGM.

Monegasque SARL is not required to appoint a company secretary.

Beneficiaries’ details do not appear on a public profile. The identity of the beneficial owner of a Monegasque company is treated as strictly confidential and must be disclosed as part of the obligatory due diligence to service providers including firms specializing in company formation, trust managers, lawyers, and accountants, as well as to the auditor. It can only be disclosed by them in the cases stipulated by law and following statutory procedure.

The share capital of the SARL is at least 15,000 EUR.

It must be fully paid up. This means that the amount of share capital defined in the Memorandum and Articles of Association of the firm must correspond to the founders' total undertakings. When the company is formed, cash contributions must be fully paid up, amounting to the minimum required share capital. Additional amounts must be paid up within three years of incorporation, subject to the share capital being reduced at the request of any interested party.

When application for registration is made to the Trade and Industry Registry, effective payment of cash contributions forming the minimum share capital is checked by means of submission of a certificate of deposit of funds, issued by the credit institution with whom an account has been opened for this purpose.

Bearer shares are prohibited.