Setting up a company in Monaco

Different ways of engaging in economic activity in the Principality of Monaco

The entrepreneur may choose to engage in an activity in his own name (ANP)  or in the form of a corporate entity.

There are several forms of corporate entity:

  • SAM,Société Anonyme Monégasque (public limited company)
  • SCA,Société en Commandite par Actions (partnership limited by shares)
  • SARL,Société à Responsabilité Limitée (private limited company)
  • SCS,Société en Commandite Simple (limited partnership)
  • SNC, Société en Nom Collectif (general partnership)
  • Administrative office
  • Branches/ Agencies
  • Trusts

For non trading activities:

  • SCI, Societe Civile Immobiliere, (property security activities)

Starting up a business in Monaco: general conditions

Any business activity needs prior authorisation from the Monaco Government.

How monaCOncept can help you to set up a company in Monaco:

-Personally welcoming you and offering advice on the type of legal forms best suited to your requirements

-Preparing and filing the application, going through the admistrative procedures required to obtain the government's authorisation to exercise a business activity in Monaco attending to any matters arising from the application

- Putting you in contact with the relevant professionals

Our scope of services includes:

  • Consultation
  • Support and monitoring of the entire application and company formation process:
    • Review of company name
    • Supervision of the process setting up documentation for the formation and an application for entry in the commercial register
  • Search and registration of legal office in Monaco
  • Help with registration on the required monagasque institutions (IMSEE, CAMTI-CARTI etr).

Contact us to request these services

The relative simplicity of company law in Monaco leaves scope for a degree of contractual freedom.

Depending on the form of corporate entity chosen, however, certain obligations may apply.

Activities subject to specific regulation

In addition to this general license, certain activities are subject to specific rules.

 Some activities are governed by regulations, such as:

- Law n° 1144 from 26 July 1991 relating to certain economic and legal activities
- Law n° 1331 from 8 January 2007 relating to companies
- Law n° 1338 from 7 September 2007 relating to financial activities
- Law n° 1339 relating to Mutual Funds

This specific license is then granted by the Minister of State and/or a specific administrative authority.

Regulated activities include:

  • Financial activities (portfolio management, stock brokerage, investment advice, creation and management of mutual funds),
  • Banking and credit activities,
  • Insurance.French regulations apply to Monaco’s insurance sector,
  • Activities engaged in by ministerial officers or under the monitoring of professional bodies, such as the professions of notary, bailiff, barrister, architect or chartered accountant,
  • Medical, paramedical and pharmaceutical activities,
  • The professions of estate agent, property management agent, co-ownership property management agent,
  • The manufacture and sale of works made from precious metals,

Société Anonyme Monégasque (SAM)

is characterized by the following:

  • There must be at least two  shareholders  (either natural or legal persons);
  • The minimum share capital is EUR 150,000, higher for certain activities as finance;
  • Stamp duty of 1% is payable on the amount of issued share capital on incorporation with a Monegasque notary ;
  • The registered local office is required  prior to Government authorization being granted;
  • Audited annual accounts must be filed annually;
  • The management: there must be two directors, shareholders in the company; one of whom must be Monaco resident;
  • Bearer shares are permitted but they must be deposited with a local institution.

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Partnership limited by shares (S.C.A.) - very rare used

  • Simular to SCS in terms of  two categories of partners: limited and general partners (either natural or legal persons);
  • The minimum share capital is EUR 150,000, higher for certain activities as finance;
  • Stamp duty of 1% is payable on the amount of issued share capital on incorporation with a Monegasque notary ;
  • The registered local office is required  prior to Government authorization being granted;
  • Audited annual accounts must be filed annually;
  • Managed by a general manager;
  • Bearer shares are in terms of its two categories of partners: limited and general partnersbut they must be deposited with a local institution.

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Private limited company (S.A.R.L.) /Société à responsabilité limitée

  • There must be at least two shareholders (either natural or legal persons);
  • SARL limits the shareholders' liability to the amount of their contributions;
  • The minimum share capital is EUR 15,000;
  • The Memorandum and Articles of Association can be drawn up as a privately-signed deed on a condition if share assets are not in form of property assets. Otherwise, a notarized deed should be used ( stamp duty fee of 1% of issued share capital);
  • The registered local office is required  prior to Government authorization being granted;
  • The SARL must carry out commercial activities, except finance and insurance activity..
  • Audited annual accounts must be filed annually;
  • SARL must be managed by one or more natural persons, including  a third party

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Limited partnership (S.C.S.)/ The société en commandite simple

  • SCS is formed by the 2 categories of  shareholders: 'commandités' (active partners) and 'commanditaires' (limited partners) (either natural or legal persons);
  • Active partners (either natural or legal persons) are responsible for a company depts up to the amount of their contribution;
  • The company name must include one or more active partners;
  • Share capital can be defined freely by the shareholders in the Articles of Association;
  • The Memorandum and Articles of Association can be drawn up as a privately-signed deed on a condition if share assets are not in form of property assets. Otherwise, a notarized deed should be used ( stamp duty fee of 1% of issued share capital);
  • The registered local office is required  prior to Government authorization being granted;
  • Audited annual accounts must be filed annually;
  • The management: active partner is the Managing Director of the SCS. In case of several active partners, SCS is managed jointly;
  • Shareholding by limited partners is of a confidential nature: their name(s) are not divulged to third parties, and do not appear on transcripts from the Trade and Industry Register.

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General partnership (S.N.C.)/société en nom collectif

  • There must be at least two shareholders (either natural or legal persons), who are considered as traders;formed on signature of its articles (statutes)
  • Activity: commercial
  • All shareholders must make contribution (only in cash); all joints have unlimited liability;
  • No minimum capital;
  • The Memorandum and Articles of Association can be drawn up as a privately-signed deed on a condition if share assets are not in form of property assets. Otherwise, a notarized deed should be used ( stamp duty fee of 1% of issued share capital) ;
  • The registered local office is required  prior to Government authorization being granted;
  • Audited annual accounts must be filed annually;
  • Management:The Memorandum and Articles of Association  include a definition of the powers of the manager (gerant), who is liable alongside the partners (indeed he is one of them) for the partnership's.

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Administrative office for a companies with HQ abroad

  • Require an administrative authorisation; the licence is valid on a limited period renewable on application;
  • Activity. administration, management, coordination or supervision exclusively to the companies Administrative office belongs; no commercial activity;
  • Only declaration of excistence of the company to the Department of Tax Services;
  • The management: monaco resident can be appointed as llegal respresentative called Administration officer carring out a status of the employee.

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Branches/ Agencies

These forms of legal entities are commonly used by the banks. Along with the features of setting up of Administrative offices, it requires the registration on the Register of Trade and Industry.

Trusts

The trust is governed by Law  214 of 27 February 1936.  The law allows foreign residents in Monaco to set up trusts governed by their own national law. It must be created by authentic deed.

Trustees are authorised by  the First President of the Court of Appeal in Monaco.

Sole trader

  • Name:Trading name only;
  • Shareholder: a natural person;
  • Activity:commercial or non-trading;
  • Liability: liable in respect of all their assets;
  • The registered local office is required  prior to Government authorization being granted;

Property security activities

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