Company Registration in Monaco - Business Starting & Setup

Want to set up a firm in Monaco? We can assist you in starting a business or in buying a shelf company in Monaco with a full package of necessary documents, legal advice and follow-up support. Incorporation of a firm in Monaco includes provision of a registered office (for at least 1 year in any of our service plans), an apostilled set of constitutional documents, secretarial services and assistance with compliance fee and pre-approval for opening an account in banks of Monaco. The total price of company formation in Monaco includes all necessary fees and charges for the first year of operation, as well as full one-year nominee service (package Optimum).

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Service packages Legislation Tax System
Service packages
Express
Standard
Optimum
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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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.

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

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