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by Zsolt Szemerszky

Zsolt Szemerszky

Business types in Monaco

Business types in Monaco

Monaco offers various types of legal entity starting from the one person company.

The Principality offers multiple business formation possibilities from the one person sole-trader to a multi million Euro worth company. You can easily find a solution of every size of business, and the Monaco Welcome Office will gladly advice you for free regarding the possibilities and the involved benefits they offer.

What is very interesting is to see as the economic boost effect of the change, that since a few years now it is possible to create Limited Liability companies, which Monaco calls SARL (Société à Responsabilité Limitée). A SARL is formed between two or more people with limited liability to the amount of their capital investment. There is a fixed minimum capital investment, which must be released to an account at a Monaco bank opened for this purpose.

This was an important strategic step, since before the Société à Responsabilité Limitée existed you could only form corporate entities with full legal liability. Now days the SARL represents one of the greatest benefit for new businesses.

It is also considered as a great benefit that during the first two years you have the possibility to operate your business venture from your home apartment if your landlord accepts it. Usually these properties are labelled as Mixed Usage (Usage Mixte), which means that the landlord agrees and acknowledges that a company will be performing in the apartment. It is flexible and it ensures you to adjust your business to the local needs before you would invest into a new office. Therefore many family formed companies prefer this type of solution.


Legal entities in Monaco:

Sole trader

The fastest and easiest way to establish a business in Monaco is as a sole trader. Any individual, who must normally be a resident of Monaco may pursue a permitted activity as a sole proprietor. Anyone can register to carry out professional work, retailing, contracting or manufacturing as a sole trader with unlimited liability. Married sole traders should be aware that if the business fails, the spouse’s personal assets might be at risk.

The individual’s real and personal property is then subject to the claims of the creditors of the business to the extent specified in articles 1928 and 1929 of the Civil Code on Obligations. Personal status is important, since according to the matrimonial system and the activity of the spouse, the spouse’s property may also be affected by the sole proprietor’s business commitments. Anyone who regularly and customarily engages in commercial activities are normally considered merchants.

Société Anonyme Monégasque (SAM) / Partnership limited by shares (SCA)

A société anonyme monégasque (SAM) is a joint stock company and the company objects may be commercial or non-trading.

The professions may thus be incorporated in the form of a non- trading SAM.

Public limited companies and partnerships limited by shares must have notarized articles of association that are published in the Journal de Monaco and filed with the court registrar. There must be at least two shareholders, and the Board of Directors must also contain at least two shareholders. Share capital must be fully subscribed and each shareholder must pay at least a quarter of the nominal value of their shares for the incorporation to be valid. The first shareholders’ meeting must be held within three months of the license being granted. The company’s auditors must be based in Monaco.

Société à Responsabilité Limitée (SARL)

The société à responsabilité limitée is one of the most common legal forms. It limits the shareholders’ liability to the amount of their contributions.

It gives a family touch to the firm. It enables a firm to be set up with less capital. It can be managed by a third party.

A SARL is formed between two or more people with liability limited to the amount of their capital investment. There is a fixed minimum capital investment which must be released to an account at a Monaco bank, opened for this purpose. Proof of this is required when applying for registration with the Trade and Industry Register (Registre du Commerce et de l’Industrie, RCI).

General partnership (SNC)

General partnerships are established by two or more people operating under a company name. One of the owners should be resident of Monaco.

The articles of association of the company must be registered with the Tax Department and an excerpt of the incorporation certificate published in the Journal de Monaco (government gazette).

The general partners are jointly responsible for all partnership liabilities. The partnership agreement may limit the authority of certain partners to commit the partnership; otherwise, any single partner may commit the partnership.

Limited partnership (SCS)

Limited partnerships are established between one or more managing partners, and one or more financial backers. Managing partners have unlimited liability, whereas financial partners’ liability is limited to the amount invested. Financial partners may not play any role in managing the partnership, even by proxy. The articles of association of the company must be registered with the Tax Department and an excerpt of the incorporation certificate published in the Journal de Monaco.

Administrative offices and branches of foreign companies

Administrative offices are established by companies whose registered office is not in Monaco. Their sole purpose is for management, coordination or supervision. Licenses are granted for a limited period and must be renewed. Branches of foreign companies must obtain a license and register with the Trade and Industry Register (Registre du Commerce et de l’Industrie, RCI).

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