Monaco Company Formations

Monaco - Société à Responsabilité Limitée (Sarl)

The société à responsabilité limitée is the most common legal form.

Company Name Preceded or followed by the initials Sarl
May include the name(s) of one or more shareholders
Shareholders Minimum of two shareholders their is no maximum
Managing Director: may or may not be a shareholder
Activities Commercial, professions and non-trading activities cannot be performed by a Sarl
Contributions Contributions in cash and in kind, contributions in skills or services not permitted
Contributions in kind must be fully paid up
Cash contributions must be paid up when the company is incorporated and at least equal to the minimum capital
The share capital must be fully paid up within 3 years
Share Capital €15,000 minimum
Contributions in cash are paid into an bank account established in the Principality, proof of which must be given when applying to be listed on the Trade and Industry Registry
Liability Shareholders only bear losses up to the amount of their contributions
Company formed by Privately-signed or official deed
A transcript of the Memorandum and Articles of Association is published in the Journal de Monaco
Costs Registration tax and publication fees

Monaco Company Key points

At least two shareholders are needed to set up a Sarl. There is no maximum number of shareholders.

Shareholders may be natural or legal persons.

The Sarl must carry out commercial activities. The professions and non-trading activities cannot be performed by a Sarl. Some other activities cannot be performed by a Sarl, such as finance and insurance, with the exception of insurance brokerage.

The minimum share capital for a Sarl is €15,000. It may be composed of cash contributions and/or contributions in kind (equipment, patent, etc.). Contributions in skills or services are not authorised.

Setting up a Sarl

Memorandum and Articles of Association

The Memorandum and Articles of Association are drawn up as a privately-signed deed or as an official deed (notarised instrument). When the share capital is formed, in whole or in part, of property assets subject to land registration at the Mortgage Registry Office, the notarised deed must be used.

The Memorandum and Articles of Association must include:

  • The company's legal form
  • The number of shareholders
  • The duration: the duration of a company cannot exceed 99 years. The date of effect of the company must be stated: the date of signature of the Memorandum and Articles of Association, date of registration or fulfillment of the condition precedent of obtaining official authorisation to do business.
  • 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

The Memorandum and Articles of Association may include other items, for example:

  • How shares may be transferred
  • How the company may be liquidated

The following must be appended to the Memorandum and Articles of Association:

  • The auditors' report, if applicable
  • A special power of attorney granted to a proxy, if applicable

Registration

The Memorandum and Articles of Association must be registered with the Registration Office at the Department of Tax Services.

No required period has been laid down for registering the Memorandum and Articles of Association in the form of a privately-signed deed, however, if there are contributions of goodwill, registration must take place within three months.

Nevertheless, registration of the Memorandum and Articles of Association is a pre-requisite in order to examine a "new business declaration" or "application for authorisation of a new business".

Share Capital

Share Capital, amounting to a minimum of €15,000, is divided into equal shares.

The amount of share capital defined in the Memorandum and Articles of Association of the company must correspond to the founders' total undertakings.

Each shareholder makes a contribution in cash or in kind to the company share capital and in return receives shares.

Cash contributions and Contributions in kind

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.

Contributions in kind must be fully paid up upon incorporation.

As a general rule, contributions are made by transferring ownership of the asset to the company. However, a contribution of enjoyment, by means of which the asset contributed is rented to the company in exchange for the allocation of shares, can also be considered.

If there are contributions in kind such as goodwill, a valuation must be made by an auditor chosen by the future shareholders unanimously, from among Monegasque chartered accountants.

However, the future shareholders may decide unanimously that they will not use the services of an auditor.

In this case, they are jointly and severally liable for 5 years in respect of third parties for the value attributed to the contributions made when the company was formed. Third-party action is not permitted in excess of this amount.

Allocation of shares

In return for their contribution to the share capital of the Sarl, shareholders receive a number of shares. The latter bestow upon them a right to participate actively in the life of the company, to receive a share in profits made by the company and imposes an obligation to contribute to losses recorded by the company.

Registered Office

In principle, the registered office of a Sarl is established on commercial premises (commercial lease, short-term lease or temporary tenancy agreement).

However, it is possible to domicile the company 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 activities do not involve reception of clients or the storage or display of goods
  • The company employs no staff

It is also possible, under certain conditions, to domicile the company:

  • Either with a domiciliation company for a period limited to one year (may be renewed once)
  • Or on premises occupied by another company

The Managing Director

a Sarl must be managed by one or more natural persons - management may be performed by a shareholder or by a third party.

With regard to the shareholders

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 company.

In this regard the Managing Director may, in the name of the company and in line with the company objects, sign contracts and agreements, hire staff, take legal action, etc.

Since the company objects enable the extent of the Managing Director's powers to be defined, this clause of the Articles of Association should therefore be drafted with particular care.

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 authorisation 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 incumbant upon the shareholders, such as amendments to the Articles of Association or transfers of goodwill leading to the liquidation of the company

A Managing Director cannot, therefore, take a unilateral decision to amend the company objects.

Managing Directors that exceed their powers incur their personal liability in respect of shareholders, who may obtain compensation for the prejudice or remove the Managing Director for just cause.

With regard to third parties

In respect of third parties, the Managing Director is granted the most extensive powers to act in all circumstances on the company's behalf, subject to the powers attributed specifically to shareholders by the law.

Clauses in the Articles of Association limiting the Managing Director's powers cannot be enforced against third parties, even if the latter were aware of the existence of such a clause.

Holding Meetings

The Managing Director must hold two kinds of meeting: Ordinary General Meetings and Extraordinary General Meetings.

Ordinary General Meetings

The annual accounts must be approved by the OGM.

Resolutions are passed in accordance with the Articles of Association (See Article 35-5 of the code de commerce)

No rule establishes a quorum for resolutions.

Extraordinary General Meetings

EGMs have the purpose of ruling on any amendments to the Articles of Association such as changes in legal form, changes in the company name, capital increases, etc.

Resolutions are passed in accordance with the Articles of Association.

However, resolutions pertaining to a change in the nationality of the company, transformation into a société en nom collectif, société en commandite simple or société en commandite par actions, or early liquidation of the company must be passed unanimously.

Informing shareholders

If there is a meeting, the Managing Director must invite the shareholders and send them all documents enabling them to vote in full knowledge of the facts.

For Ordinary General Meetings, the Managing Director must make available to the shareholders or their proxies, at the registered office of the company:

  • The annual accounts
  • The management report

Shareholders or their proxies may take copies thereof.

In respect of third parties

In order to render certain corporate deeds enforceable against third parties, the Managing Director must perform publication formalities which vary according to the nature of the resolution.

In this regard, any amendment to the Articles of Association relating to the form of the company, its objects, the appointment of Managing Directors, the amount of share capital, duration of the company, and transfer of the registered office require notice to be published in the Journal de Monaco and the depositing at the General Registry of the minutes of the Extraordinary General Meeting, so that they may be posted there.

Liability of the Managing Director

The Managing Director is responsible to the company and to third parties for negligence that they might commit in carrying out their duties. In this regard, the Managing Director incurs their civil and/or criminal liability.

Civil liability of the Managing Director

The Managing Director's civil liability may be incurred if:

  • The Managing Director has committed negligence
  • Such negligence has caused prejudice (to the company, to shareholders or to a third party)

There are three types of negligence that may incur the Managing Director's civil liability:

  • Infringements related to legal and regulatory provisions applying to company law
  • A breach of the Articles of Association (disregard of clauses in the Articles of Association requiring the Managing Director to obtain prior approval from the shareholders when taking certain decisions)
  • Mismanagement such as, for a Director, accepting orders that he/she knows perfectly well the company will not be able to honour

Individual liability in the event of collective proceedings

In the event of collective proceedings, the Managing Director may be ordered to pay all or part of the Sarl's debts if they have committed mismanagement.

Liquidation of assets will be against Managing Directors that have:

  • Done business in their personal interests or on behalf of a third party under cover of the company, masking their actions
  • Used company assets as their own
  • Improperly continued operations generating losses that could only lead to suspension of payments for the company, in a personal interest or on behalf of a third party

Shareholders of a Sarl

The shareholders have a right of oversight concerning the management of the company insofar as they participate actively in company life by voting in resolutions pertaining to the operation of the company.

All shareholders of a Sarl are entitled to participate in Ordinary and Extraordinary General Meetings and no shareholders may be excluded.

Any shareholder may be represented at a meeting by:

  • Their spouse, except where the company is formed only of the two spouses
  • A shareholder, except where the company has only two shareholders
  • A third party that has been granted a special power of attorney

Representation presupposes the existence of a mandate, which cannot be enduring.

The mandated person must have the power to vote in the stead of the person represented, for all decisions taken at the meeting.

Legal persons that are shareholders can be represented in meetings either by their legal representative, or by any other person that has been granted power of attorney.

The right to participate in a meeting implies a right to vote at said meeting.

Each shareholder has a number of votes equal to the number of shares that they own.

Shareholders may be consulted in writing only if the Articles of Association so provide. However, written consultations are prohibited for the annual meeting approving the accounts and for resolutions amending the Articles of Association.

Each shareholder has a twofold right to information.

Before any meeting is held, a number of documents must be sent to the shareholders in order that they may vote in full knowledge of the facts.

At any time of the year, shareholders are entitled to examine the annual accounts and management report at the registered office of the company.

Monaco Ready Made Company

Unfortunately, Ready made companies are not permitted in Monaco.

It is possible to incorporate in Monaco by registering a new Société à Responsabilité Limitée (Sarl) company.

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Monaco Advantages
  • Directors - only 1 director of any nationality is necessary for your company
  • Shareholders - only 2 shareholder are required
  • Share Capital - the share capital requirement is €15,000
  • Registered Office - your company requires a registered office in Monaco, which we can provide
  • Support - using our 20 years experience we guide you throughout every step of the company formation process
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