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Monaco: Types of Company

Introduction

This page was last updated on 9 February 2021.

Monaco’s commercial code is essentially the same as the French code and defines the types of company that may be formed. For those used to common law jurisdictions, the system of civil law companies can be confusing: company management structure is much more narrowly defined by statute and it must be entered into the official commercial registry if it is to have legal force. 'Directors' have extensive statutory powers but are not normally executive; executive management is delegated to a named managing director (administrateur délégué) or a general manager (gérant) whose name is entered into the commercial register.

The SARL (société à responsabilité limitée), a convenient and quite simple company form, was only recently added to the Monégasque commercial code. The SARL is the nearest equivalent to the Anglo-Saxon limited liability company, though the similarity should not be pushed too far. The société anonyme (SA) is the grander type of civil code limited company and a much more restricted form, to which there is no equivalent in common law jurisdictions.

Article 26 of Monaco's commercial code specifies the company types that can be incorporated in Monaco. In offshore terms, limited liability companies (SARLs) incorporated in Monaco are not attractive corporate vehicles due to the extremely cumbersome formation procedures, the fairly heavy taxation of foreign activity and the rather expensive professional services in Monaco. See Direct Corporate Taxation and Offshore Legal and Tax Regimes for details of Monégasque corporate tax and low-tax alternatives.

When the legal form selected to hold a licence is a Monégasque limited company (société anonyme Monégasque or SAM), there are additional requirements to be met. These include a minimum capitalization of €150,000; the services of a notary; appointment of two statutory auditors from an approved list who must prepare an annual statement and a statutory audit report. All individuals and partnerships are licensed for two years, renewable on reapplication.

 

 

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