Monaco Partnership Formation


There are three types of partnership that can be formed in Monaco as follows:

For trading activities:

• Societe en Nom Collectif (SNC)

• Societe en Commandite Simple (SCS)

For non trading activities:

• Societe Civile Particuliere (or SCP) commonly known as the “Societe Civile Immobiliere” (or SCI)

• Activite en Nom Personnel (ANP)


SCP Formation


A Societe Civile Particuliere or S.C.P. (commonly known as a “Societe Civile Immobiliere” or S.C.I.) is a non-trading partnership of two or more partners that may undertake one of the three following business activities:

  • The ownership and administration of personal property (real estate or stock)
  • Property development
  • Exploitation of intellectual property (patents, trademarks, etc..)

Liability is non-limited in proportion to the shares held by each partner.

There is no legal or statutory minimum capital.

The partners do not have to reside in Monaco or in the nearby region.

The director called the gerant (there can be one or more) of the SCP is usually a natural person. He can be appointed either amongst the partners or outside the company. He does not have to be resident in Monaco or in the nearby region.

The partnership accounts do not have to be filed but kept in the partnerships books to be presented if required to the authorities.

Confidentiality on the identity of the partners and directors is formally guaranteed (except if it owns property in France).

The partnership has to have an address in Monaco but no condition of a separate office is required.

Registration Process

Unlike commercial companies and partnerships and SAM companies, SCP’s are not submitted to Government authorisation.

For the registration of the partnership, the following documentation is required:

  • One copy of the articles of association to be filed (5 copies for the dossier)
  • A copy of the document certifying the identity or legal existence of the director(s)
  • Registration forms regarding the partnership, the directors and the registered office


SNC Formation 


A Monegasque SNC is a non limited liability company formed between two partners at least that engages in commercial or non commercial activities.

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

The partners liability is non limited and may be therefore extended to their personal assets.

Bearer shares are not permitted.

The director called the grant (there can be one or more) of the SNC is usually a natural person. He has to be appointed amongst the partners. It is generally required that all the partners (directors or not) reside in Monaco or in the nearby region.

The sale of shares to a person who is not already a partner 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 partners 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)
  • 3 copies of an individual form including personal data on the partners
  • 2 copies of the articles of association to be filed (5 copies for the dossier)
  • 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 partners plan 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 authorisation 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 partner is a corporate entity, it will need to provide the following documentation:

  • Certificate from the registry of commerce in the country of origin
  • Disclosure of the identity of the ultimate beneficial owner of the company
  • The board of directors resolution to subscribe to the capital of the SNC being set up
  • 3 copies of an individual form including personal data on the companys mandatory

 

SCS Formation


A Monegasque SCS is a partnership formed , to carry on commercial or non commercial activities (activites commerciales ou non-commerciales), between one or more partners (the commandite) having unlimited liability for debts and one or more partners (the commanditaires) whose liability is limited to the amounts of their investments in the partnership.

At least one director has to be appointed from amongst the active partners. The directors have to be natural persons and reside in Monaco or in the nearby region in France or Italy.

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

Bearer shares are not permitted.

The director called the gerant (there can be one or more) of the SCS is usually a natural person. He has to be appointed amongst the partners. It is generally required that all the partners (directors or not) reside in Monaco or in the nearby region.

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

Application Process

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

  • Copy of the partners’ 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)
  • 3 copies of an individual form including personal data on the partners
  • 2 copies of the articles of association to be filed (5 copies for the dossier)
  • 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 partners plan 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 authorisation 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 partner is a corporate entity, it will need to provide the following documentation:

  • Certificate from the registry of commerce in the country of origin
  • Disclosure of the identity of the ultimate beneficial owner of the company
  • The board of directors resolution to subscribe to the capital of the SCS being set up
  • 3 copies of an individual form including personal data on the companys mandatory

 

How EBC can help you


EBC is able to advise the client on the type best suited to their requirements, prepare and file the application, and to attend to any matters arising from the application. Once authorisation has been obtained EBC can assist with the various filing requirements to ensure the partnership meets its statutory obligations before it commences to operate.