Monaco

4. OTHER FORMS/Entities

a. Introduction

The following business entities may be incorporated in Monaco. None of these entities is in the nature of an offshore company or international business company (IBC). There are no such Monaco entities, and offshore-style activities are conducted through companies registered in other jurisdictions but managed from Monaco by regulated company service providers. Incorporation of companies in Monaco, with the notable exception of a Société Civile, is generally subject to government consent, which is wholly discretionary.

b. Société Civile (non-trading or passive asset holding company)

Sociétés Civiles, often formed to hold real property, must be registered on the Special Register at Monaco’s Companies House. They may not undertake conventional trading or commercial activities. Capital is not limited. The natural or corporate persons managing the company need not be partners. No government consent is required to form such a company.

c. Succursale (branch office of a foreign company)

The opening of a branch whose head office is outside Monaco is subject to administrative authorisation granted by the Ministry of State. A Monaco branch is represented by a local agent responsable who has broad authority to bind the company vis-à-vis third parties. A preliminary business plan should be prepared, outlining why the company wishes to establish a branch in Monaco, as well as budget forecast for the first few years of operation. It is helpful if the business plan anticipates some growth in these numbers over the years.

d. Société en Nom Collectif or Société en Commandite Simple (private partnership)

This form of company, where two or more partners remain jointly liable for all debts of the company, is formed by contract and registered at the Department of Trade. Government consent is required, and detailed information on the founders must be supplied in a format and on forms of questionnaire supplied by the department. The Société en Commandite Simple is distinguished from a Société en Nom Collectif in that the former has limited and unlimited liability partners; the latter has only unlimited liability partners.

e. Société A Responsabilité Limitée (SARL)

This is a limited liability company largely modelled on the French SARL, which was introduced in the principality in January 2007. SARLs are suitable for smaller entrepreneurs as they are flexible and relatively inexpensive. An individual must act as ‘gérant’ (manager) and other formalities include the requirement to have a minimum paid-up and issued share capital of EUR15,000 and a minimum of two shareholders. The company must hold an annual meeting for approval of the accounts, which must then be deposited with the commercial registry. Depending on the amount of share capital and the financial results of the company, it may be obligatory to appoint a local auditor. For non-Monegasque individuals, authorisation to set up a SARL is obtained from the Secretary of State.

f. Société Anonyme Monégasque (public limited company)

These companies are primarily governed by the Sovereign Ordinance dated 5 March 1895, Law Nos 408 and 767. Before a company can be incorporated, it must be authorised by the government and receive approval of its memorandum and articles of association, drawn up by a notary. The latter compiles and sends all documents that make up the application to the Department of Trade in Monaco.

Companies may create, allocate and issue founders’ shares or standard shares. Once administrative authorisations have been obtained, they may also issue stock. Stock must exist in material form. The minimum number of shareholders is two. No person may sit on the board of more than eight Monaco-based companies.

The general meeting of incorporation must be held within three months of the date of the ministerial decree granting the authorisation; otherwise, the authorisation becomes invalid. The decree is published in the Journal de Monaco (Monaco Gazette). The memorandum and articles of association must also be published within 20 days of being recorded by the notary. A commercial company must enrol on the Trade and Industry Register within two months of commencing its business activities.

g. Resources

Government requirements and necessary forms: www.gouv.mc


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