Business Entities

5.Société en Commandite Simple (SCS)
Sleeping partnership

Incorporation requirements

Any foreign national wishing to carry on a private business activity must request authorisation from the Ministry of State (“Ministère d’Etat”), (Law no.1, 144 dated 26 July 1991, art.5) or, in the case of the retail food trade (except alcohol), from the Mayor’s office.  The 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;
- Receipt of visa request or proof of request for Monaco residency;
- Residence permit, identity card or passport;
- Completed information questionnaires.

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.

The business may be administered either by the proprietor or by a manager under contract to whom a special authorisation is issued for the duration of the management contract.  The application must be presented by the future manager and should include the same documents as for the authorisation application, together with the management contract previously registered.

Such contracts are limited in duration and an application for renewal must be made at the end of the authorised period.

In the case of private, sleeping partnerships limited by shares, two copies of the Memorandum and Articles of Association registered with the Fiscal Affairs Department ("Services Fiscaux") should be included in the dossier as well as the documents listed above.  For sleeping partnerships, the statutes of the company must be registered with the Department of Fiscal Affairs.

Applications to work as a commercial agent should be accompanied by a certificate from at least one of the mandators certifying that it is bound to its agent.

Once the authorisation has been granted, the holder must apply for registration on the Trade and Industry Register – (“Registre de Commerce et de l’Industrie”).

Any modification of the activities carried out, transfer of the authorisation to another holder or change of premises, will require a new authorisation.

For company associates, the documents required include:

-certified copies of the articles of association;
-extract from the commercial registry;
-previous 3 years' financial statements;
-board of director's meeting extract showing the subscription of capital for the  new company;
-financial information sheet including the date of creation, principal activities,   localities and number of employees;
-lease document, subletting contract or contract for temporary occupation of  office premises;
-duly completed Government forms: "Note de renseignements relative au local   professionnel", "Questionnaire portant sur les caracteristiques de l'activite   projetee", and "Annexe complementaire dans le cadre d'une installation   industrielle".

Revocation of authorisation

Authorisation can be suspended or revoked in the following cases:

-The activities carried on do not correspond with those set out in the   authorisation.
-The premises are no longer suitable for the exercise of the activity or no longer   exist in Monaco.
-The business activity has been suspended for a period of over six months   without a valid reason.
-Other persons have been substituted in place of the official holder.
-Moral conduct no longer meets required standards.
-Unauthorised activities are being carried out or domiciled in the premises.

Please contact us for further information