The Monegasque Commercial Code, inspired from the French one, is regulating the most common form of business that can be found in Monaco.
The main difference between the Monegasque ways of organizes the business and the rest of the other foreign economies are that until 2007 the SARL was not a form of business.
Here are the major forms of business in Monaco: the sole proprietorship, the general partnership (SNC), the limited partnership (SCS), limited partnership with shares ("SCA"), general business corporation (SAM) and limited liability company (SARL).
The sole proprietorship is the basic form of Monegasque business. The entrepreneur is liable for the losses and incomes. His personal assets may be claimed in case the company is in incapacity to pay its debts.
The limited partnership (Societe En Commandite Simple) is based on a signed agreement between a silent partner and a general partner. The silent partner has limited liability according to its contribution and has no decisional power. The general partner is fully liable for company’s debts and has also the role of manager.
The name of the partnership must include the general partner’s name and may also contain the name of the silent partner.
The general partnership (Societe en Nom Collectif) is based on the agreement signed by at least two partners with unlimited liability on the companies’ debts. Both partners can take management decision if it’s not regulated otherwise in the partnership agreement. The name of the partnership must include both names of the partners.
All the partnerships (limited or general) must be registered at the Tax Department.
The limited liability company (Societe a Responsabilite Limitee) it’s a relatively recent type of Monegasque business. The minimum share capital required for this type of business is 15.000 Euro, divided into shares. The liability of the shareholders is in the limit of their contribution to the capital. The shares can be transferred only if the general meeting of the shareholders decides so.
The limited partnership with shares (société en commandite par actions) and the general business corporation (Societe Anonyme Monegasque) are special forms of business for the entrepreneurs that can invest a high share capital in a company (at least 150.000 Euro). These types of companies are based on notarized by laws and certificates of incorporation. For this type of companies, the government authorization is required.
A minimum of at least two shareholders is requested for this type of business but there is no maximum number of allowed shareholders. The company’s Articles of Association must be registered in the General Registry within 15 days from the creation.
The incorporation must be announced in the Journal de Monaco and registered in the Commerce and Industry Register within two months of beginning activity.