A.    Business Entities

(3)(a) Activité en nom personnel
                 Activity as a private person

Any person may establish an individual business and undertake commercial or industrial professionnal activity in their own name or as an independent.

(3)(b) Société en Nom Collectif (SNC) / Société en Commandite Simple (SCS) / Société en Commandite par Actions (SCA)
Private partnership/Sleeping partnership/Partnership limited by shares

Incorporation requirements

Any foreign national wishing to carry on a private business activity must request authorisation from the “Ministère d’Etat”, Ministry of State, (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 requestor 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 Department (Services Fiscaux) should be included in the dossier as well as the documents listed above.

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 new authorisation.

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.

(3)(c) Societe Anonyme Monégasque (SAM)

Any foreign national wishing to carry on a private business activity must request authorisation from the “Ministere d’Etat”, Ministry of State or in the case of the retail food trade (except alcohol), from the Mayor’office. 
An S.A.M. can only be formed following Ministerial decree and with approval of the articles of association of the business and theur 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.  The external auditors must be appointed at this meeting from the list of Monaco auditors kept by the government. The head office location should also be established. The S.A.M. 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 is fixed at two.
Shareholders registers must be presented.
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.

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 nor 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.