Monaco Company Formation


There are three types of company that can be incorporated in Monaco:

1.  Societe Anonyme Monegasque (SAM)

2.  Societe a Responsabilite Limitee (SARL)

3.  Societe en Commandite par Actions (SCA)

 

Societe Anonyme Monegasque (SAM)


A Societe Anonyme Monagasque (or SAM company) is a joint stock company that can carry out commercial or civil activities (activites commerciales ou civiles).

It has two or more shareholders (who are deemed to be anonymous).

Banks and financial institutions are by law SAM companies.

As like other companies (except for the SCP) the license for a SAM company is submitted for the Governments authorisation.

There is a minimum capital requirement of 150,000 euros (for banks and financial institutions, it is higher) fully issued and paid up on the filing of the application.

It will generally be authorized by the Government only if it justifies of a prospective minimum annual turnover (higher than for the other companies or partnerships), of premises of a certain capacity and of a minimum number of staff, or if it is part of a prestigious group.

Bearer shares are not allowed unless the company is listed on a recognized foreign stock exchange.

A SAM company has to have a minimum of two shareholders (actionnaires) and directors (administrateurs), who do not have to reside in Monaco or in the nearby region. One or more of the directors may be appointed as a managing director (administrateur ).

Two Monegasque external auditors have to be appointed.

The shares are said to be freely negotiable. This means that, unlike SARL, SNC and SCS, they can be transferred without the Governments authorization.

Application Process

The application for a license must be submitted to the Government, and include the following documentation:

  • Copy of the shareholders birth certificate
  • A police record of each shareholder less than three months old
  • 1 copy of the articles of association to be filed, signed before a notary
  • Copy of the identity card, passport or residency card of each shareholder
  • A curriculum vitae of each shareholder (needed to prepare the application)
  • 3 copies of an individual form including personal data on each shareholder
  • Details of the planned business and its estimated turnover for the first 3 years
  • An application signed by the founder before a notary addressed to the Minister of State describing the business activity that the SARL plans to carry out in Monaco
  • Proof of occupancy of premises with agreement from the landlord where applicable; however, for administration, marketing or management activities, it will be needed only after the authorization has been granted

If the shareholder is a corporate entity, it will need to provide the following documentation:

  • Disclosure of the identity of the ultimate beneficial owner(s)
  • Certificate from the registry of commerce in the country of origin
  • 3 copies of an individual form including personal data on each shareholder
  • The board of directors resolution to subscribe to the capital of the SAM company being set up

 

Societe a Responsabilite Limitee (SARL)


A Monegasque SARL is a limited liability company formed between at least two shareholders that must be engaged in commercial activities (activities commerciales).

The minimum share capital of an SARL is 15,000 euros divided into fully subscribed shares between the shareholders, issued after the license is granted.

The shareholders liability is limited to the amount of their individual investments in the company.

Bearer shares are not permitted.

The director called the grant (there can be one or more) of the SARL is usually a natural person. He can be appointed either amongst the shareholders or outside the company. It is generally required that he resides in Monaco or in the nearby region. It is not the case of dormant shareholders.

The sale of shares to a person who is not already a shareholder has to be approved by the authorities.

Application Process

The application for a license must be submitted to the Government, and include the following documentation:

  • Copy of the shareholders birth certificate
  • A police record less than three months old
  • Copy of the identity card, passport or residency card
  • A curriculum vitae (needed to prepare the application)
  • 2 copies of the articles of association to be filed (5 copies for the dossier)
  • 3 copies of an individual form including personal data on each shareholder
  • Details of the planned business and its estimated turnover for the first 3 years
  • An application addressed to the Minister of State describing the business activity that the SARL plans to carry out in Monaco
  • Proof of occupancy of premises with the agreement from the landlord where applicable; however, for administration, marketing or management activities, it will be needed only after the authorization has been granted; also, the registered office may be, for the first two years, in one of the directors personal apartment, if authorised in the building and by the landlord

If the shareholder is a corporate entity, it will need to provide the following documentation:

  • Certificate from the registry of commerce in the country of origin
  • The board of directors resolution to subscribe to the capital of the SARL being set up