Business Entities

7.Société Anonyme Monégasque (SAM)
     Public limited company

Any foreign national wishing to carry on a private business activity must request authorisation from the Ministry of State (“Ministere d’Etat”), Ministry of State or in the case of the retail food trade (except alcohol), from the Mayor’s office.
A S.A.M. can only be formed following Ministerial decree and with approval of the Articles of Association of the business and their publication in the Journal of Monaco. The establishment dossier should contain the following documents:

- An application addressed to His Excellency the Minister of State;
- A certificate attesting to a clean police record;
- A description of the business and budget forecast;
- Information concerning civil status (birth and marriage certificates, divorce   papers, spouse’s death certificate where relevant);
- Degrees, diplomas and references;
- Curriculum vitae;
- Residence permit, identity card or passport;
- Completed information questionnaires.

Two copies of the Memorandum and Articles of Association registered with the Fiscal Department ("Services Fiscaux") should be included in the dossier as well as the documents listed above.

All documents drawn up in a language other than French must be accompanied by an official translation. A Monaco telephone number must be provided for all applications.

Incorporation requirements

There is a minimum capital requirement of 150,000 euros and it must be totally bought in the form of shares. As well as being subject to government approval, there must be a first annual general meeting held within three months of the approval of the S.A.M.  Two of the external auditors must be appointed at this meeting from the list of Monaco auditors. The head office location should also be established. The S.A.M. or S.C.A. must then be registered on the Trade and Industry Register – “Repertoire du Commerce et de l’Industrie” in the two months following its approval.

-The minimum number of associates or partners is fixed at two.
-Shareholders registers must be kept.
-Company accounts must be kept.

Cost of constitution

- There is a registration duty and fiscal stamp duty of 1% of the S.A.M. capital.
- A cost of 0.5% of the nominal amount of share and share certificates is payable, whether or not the shares are released.
- Notary's fees are 0.9% of the company's capital.
- There are also small publication costs for publication of the approval and articles in the Journal of Monaco.

Administrative requirements

A S.A.M.'s annual general meeting must consist of a number of shareholders representing at least a quarter of the company's capital.  

The main purpose of the company cannot be changed.

A decision affecting the modification of the Articles of Association or issue of debentures has to be Government approved and takes effect only subsequent to the approval.

Revocation of authorisation

Authorisation can be suspended or revoked in the following cases:

- Where the company has not performed reasonable activity in accordance with its Articles of Association for more than 2 years;
- There is no office or staff of the company in Monaco;
- Where the company has previously been found bankrupt;
- Where unauthorised activities have been carried out from the company's premises.

A company must be dissolved and liquidated within two months of revocation of its authorisation. These proceeding must then be terminated within 6 months of the original order.

Please contact us for further information