Company Registration in Monaco - Business Starting & Setup

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Company registration
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Legal address per year
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Secretarial services for the first year
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Fees and duties for the first year
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Apostilled bound set of incorporation documents
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Compliance fee
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Nominee service per year
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Bank Account Pre-approval
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Price
20 000 USD

20 000 USD

20 500 USD

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Core Services

— Incorporation

Price16 500 EUR

including incorporation tax, state registry fee, including Compliance fee

— Annual government fees

PriceIncluded

Stamp Duty and Trade and Industry Register incorporation fee

— Corporate legal services

Priceот 5 000 EUR

including registered address and registered agent, NOT including Compliance fee

—Delivery of documents by courier mail

Price150 EUR

DHL or TNT, at cost of a Courier Service

— Apostilled set of Statutory documents

Price500 EUR

Basic set of documents

Application for Registration

Declaration of Business Activity

Compare Jurisdictions

    Nominee Director

    Paid-up “nominee director” set includes the following documents

    Nominee Shareholder

    Paid-up “nominee shareholder” set includes the following documents

    Compliance fee

    Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)

    Basic

    Price250 USD

    simple company structure with only 1 physical person

    For legal entity in structure under GSL administration

    Price50 USD

    additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

    For legal entity in structure not under GSL administration

    Price100 USD

    additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

    For client with high risk Status

    Price350 USD

    General information

    General Info

    Monaco is a country in Western Europe bordering the Mediterranean Sea on the southern coast of France, near the border with Italy.

    Total area of Monaco is 2.02 sq. km. Population of Monaco is 38.300 (2019). Ethnic groups include 47% - French; 16% - Monegasque; 16% - Italian; 21% - other.

    The capital of Monaco is Monaco.

    The official language of Monaco is French.

    The official currency is Euro (EUR). 1 USD is equal to 0.88 EUR.

    The climate of Monaco is Mediterranean with mild, wet winters and hot, dry summers. The average maximum temperature in August is +27°C; average minimum temperature in January is +13°C.

    Time difference with Moscow is - 2 hours.

    Literacy rate is 99%.

    Calling code of Monaco is +377.

    History

    Monaco was refounded in 1215 as a colony of Genoa when the Genoese built a fortress on the site of present-day Monaco. The current ruling Grimaldi family secured control in the late 13th century, and a principality was established in 1338.

    Economic development was spurred in the late 19th century with a railroad linkup to France and the opening of a casino. Since then, the principality's mild climate, splendid scenery, and gambling facilities have made Monaco world famous as a tourist and recreation center.

    Government Type

    Monaco is a constitutional monarchy.

    The head of state is the Prince.

    Executive power is exercised by Council of Government under the authority of the monarch. Council of Government is headed by the Minister of State.

    Legislative power is vested in is unicameral National Council or Conseil National (24 seats; 16 members elected by list majority system, 8 by proportional representation to serve five-year terms).

    Judiciary power also belongs to the Prince. The main judicial authorities include Supreme Court (Tribunal suprême), Court of Revision (Cour de révision), courts of first instance (Tribunal de première instance), justice of the peace (juge de paix).

    Economy

    Monaco boasts the world's highest GDP nominal per capita at 190.512,74 USD. It also has an unemployment rate of 2%, with over 48,000 workers who commute from France and Italy each day. According to the CIA World Factbook, Monaco has the world's lowest poverty rate and the highest number of millionaires and billionaires per capita in the world. For the fourth year in a row, Monaco in 2012 had the world's most expensive real estate market, at 58,300 USD per square meter.

    One of Monaco's main sources of income is tourism. Each year many foreigners are attracted to its casino (which citizens are prohibited from) and pleasant climate. It has also become a major banking center, holding over 100 billion EUR worth of funds. The principality has successfully sought to diversify its economic base into services and small, high-value-added, non-polluting industries, such as cosmetics and biothermics.

    Monaco is not a member of the European Union. However, it is very closely linked via a customs union with France and, as such, its currency is the same as that of France, the euro.

    Corporate information

    Legal System

    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.

    Types of Entity

    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

    SARL
    SAM
    SNC
    SCS
    Sole Trader
    Type of Entity
    Limited Liability Company (SARL)
    Joint Stock Company (SAM)
    General Partnership (SNC)
    Limited Partnership (SCS)
    Sole Trader
    Company Name
    Preceded or followed by the initials "SARL"; May include the name(s) of one or more shareholders
    Preceded or followed by the words "société anonyme monégasque" or the initials "SAM" and a statement of the share capital; May include the name(s) of one or more shareholders
    Shareholders' names only
    Name(s) of one or more active shareholders
    Trading name only
    Shareholders
    Minimum of 2, no maximum; Natural or legal persons; Managing Director: must be a natural person, may or may not be a shareholder; Neither shareholders or directors are considered as traders.
    Minimum of 2 shareholders, no maximum; No person may be a Member of the Board of more than 8 commercial firms having their registered office in Monaco
    Minimum of 2 shareholders, no maximum; Natural or legal persons; All considered as traders
    2 types: active partners, considered as traders, and limited partners; Minimum of 2, 1 active partner and one limited partner, no maximum; Natural or legal persons
    A natural person
    Activities
    Commercial
    Commercial or non-trading
    Commercial
    Commercial or non-trading
    Commercial or non-trading
    Share capital
    15,000 EUR minimum; Contributions in cash are paid into an account opened for this purpose with a credit institution established in the Principality, proof of which must be given when applying to be listed on the Trade and Industry Registry; Contributions in cash and in kind, contributions in skills or services not permitted; Contributions in kind must be fully paid up when the company is formed; Cash contributions must be paid up when the company is formed and at least equal to the minimum capital; The share capital must be fully paid up within 3 years
    15,000 EUR minimum, fully paid up; Subscription and payment of capital is recorded in a notarised deed; All shareholders must make a contribution; Only the contributions in cash and in kind are taken into account in the share capital; Contributions in skills and services
    No minimum capital
    No minimum capital
    N/A
    Liability
    Shareholders only bear losses up to the amount of their contributions
    Directors: only liable for the performance of the mandate that they have received. They do not contract, as a result of their management, to any personal or joint and several obligation in respect of the company’s undertakings; Shareholders’ liability is limited to the amount of their contributions
    All shareholders are indefinitely jointly and severally liable for company debts in respect of all their assets
    Active partners: indefinitely jointly and severally liable for company debts; Limited partners: liable up to the amount of their contributions
    Held liable in respect of all their assets
    Company formed by
    Privately-signed or official deed; A transcript of the Memorandum and Articles of Association is published in the Journal de Monaco
    Official deed drawn up by a Monegasque notary; The Memorandum and Articles of Association are published in the Journal de Monaco; The Memorandum and Articles of Association approved by Ministerial Order are returned to the offices of the drafting notary. The authorization granted only produces its effects once the Memorandum and Articles of Association have been deposited in the official records of the drafting notary
    Privately-signed or official deed; A transcript of the Memorandum and Articles of Association is published in the Journal de Monaco
    Privately-signed or official deed; A transcript of the Memorandum and Articles of Association is published in the Journal de Monaco
    N/A
    Additional Set-up costs
    Registration tax; Publication fees
    Registration tax; Publication fees; Notary's fees
    Registration tax; Publication fees
    Registration tax; Publication fees
    N/A

    Incorporation

    Company Name

    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.

    SARL Registration

    To incorporate a SARL 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.

    Local Registered Office

    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.

    Seal

    There are no mandatory requirements regarding the company seal.

    Redomicile

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

    Company structure

    Directors

    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).

    Shareholders

    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.

    Secretary

    Monegasque SARL is not required to appoint a company secretary.

    Beneficiary

    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.

    Share Capital and Shares

    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.

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