Law No. 1.573 of 8 April 2025 on the modernisation of corporate law was published in the Journal de Monaco on 18 April 2025 (hereinafter the “Law”). It replaces, amends or repeals numerous provisions relating to corporate law and governance. It introduces a major new measure, namely a conciliation procedure (“procédure de conciliation”) in Monaco, which promotes the negotiation of an amicable and confidential agreement between any commercial entity or trader (“commerçant”) or craftsman (“artisan”) experiencing legal, economic or financial difficulties with its creditors, provided that it has not been insolvent for more than 15 days.
Here are the key points to remember:
One of the major changes is the creation of a new form of company with a single shareholder, known as a Single member Limited Liability Company – “Société Unipersonnelle à Responsabilité Limitée” (“S.U.R.L.”), with a minimum share capital of 8,000 €.
The Law provides for the unification of the date of acquisition of legal personality for all types of companies and partnerships, whether their purpose is civil or commercial. Commercial companies will therefore enjoy legal personality from the date of their registration with the Trade and Industry Register (R.C.I.), while civil companies (partnerships) will be granted legal personality from the date of their registration with the Special Register of Civil Companies (R.S.S.C.).
The Law reduces the maximum period for the full payment of the share capital to eighteen months for limited liability companies (Société à Responsabilité Limitée – S.A.R.L.). As for S.A.M.s (Sociétés Anonymes Monégasques), restrictions are now imposed on managers, shareholders or their relatives with regard to the conclusion of certain agreements.
Prior administrative authorisation from the Minister of State is maintained for the creation of a S.A.M. but the Law makes the incorporation formalities more flexible by allowing a S.A.M. to be created under a private deed, a notarised deed hence no longer being mandatory. The Articles of Association must contain a certain number of mandatory provisions and may be amended without prior authorisation from the Minister of State, provided that the amendments do not relate to the company’s corporate purpose or legal form.
The time limit for processing the prior administrative authorisation from the Minister of State has now been reduced to forty-five days from the date of notification of the admissibility of the application by the competent authority, and may be extended under certain conditions.
The internal organisation of the S.A.M. has been modified with more flexible management procedures. It is now possible to provide that management will be performed either by the chairman of the board
of directors in his/her capacity as chief executive officer (“président directeur general”), or by another person appointed by the board of directors with the title general manager (“directeur général”).
Directors are no longer required to be chosen from among the shareholders. Consequently, the existing Articles of Association of S.A.M. that reflect the law prior to the reform on this point may be amended
in order to make the internal organisation and management of a S.A.M. more flexible.
The Law also contains provisions aimed at strengthening shareholders’ rights, in particular their right to information, the procedure for monitoring agreements entered into with some of the company’s governing bodies, the conditions for increasing and reducing the share capital, and also provides for the introduction of preference shares.
With regard to a S.C.A. (“Sociétés en Commandite par Actions”), the Law provides that the rules relating to S.A.M. shall apply to them, with the exception of those relating to the management and administration of a S.A.M., as well as certain rules of the Code of commerce, insofar as these are compatible with the specific provisions relating to S.C.A.
Effective date and compliance deadlines:
The provisions of the Law shall apply immediately from 19 April 2025, with the exception of those relating to a S.A.M. and S.C.A., the creation of legal personality for companies and partnerships, and the conciliation procedure, which shall enter into force on the date set by the implementation legislation of the Law, and no later than 30 September 2025. A S.A.M. registered on the date of entry into force shall have an additional period of 36 months to comply with certain provisions relating to mandatory statutory information, administration, management, or the appointment of a permanent representative of a legal entity director.
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A.L.F.A MONACO