Corporate Law at Monaco
Sure! Here's an overview of Corporate Law in Monaco:
🇲🇨 Corporate Law in Monaco
Monaco is a small, wealthy principality known for its business-friendly environment, with corporate law influenced by French law but adapted to the local context. Monaco offers favorable tax conditions and a stable legal framework, making it attractive for international business and private wealth management.
📜 Key Legislation
Monaco Commercial Code (Code de Commerce Monégasque) — main source of company law.
Law No. 1.249 of 1993 — concerning commercial companies.
Law No. 1.464 of 2005 — modernizing aspects of company law.
Other relevant laws cover taxation, banking, and financial services.
🏢 Types of Companies
Société Anonyme Monégasque (SAM)
Similar to a public limited company.
Minimum share capital: €150,000.
Minimum 2 shareholders.
Shares can be listed but Monaco has no stock exchange; most are closely held.
Société à Responsabilité Limitée (SARL)
Equivalent to a private limited liability company.
Minimum share capital: €15,000.
Between 2 and 20 shareholders.
Preferred structure for small and medium-sized businesses.
Société en Commandite Simple (SCS)
Limited partnership with general and limited partners.
Société en Nom Collectif (SNC)
General partnership where partners have unlimited liability.
📋 Incorporation Process
Name Reservation: Conducted at the Monaco Business Development Agency (SBM).
Drafting Statutes (Articles of Association): Must comply with Monaco law.
Deposit Capital: In a Monaco bank account.
Registration: With the Monaco Trade and Industry Register.
Publication: Company registration must be published in the official Gazette.
🧑⚖️ Corporate Governance
SAM: Managed by a Board of Directors or a sole Director; shareholders hold Annual General Meetings (AGMs).
SARL: Managed by one or more Managers appointed by shareholders; shareholders' meetings required.
Directors and managers owe fiduciary duties to the company.
💰 Capital Requirements
SAM: Minimum share capital of €150,000; at least 25% must be paid up at incorporation.
SARL: Minimum share capital of €15,000; fully paid up at incorporation.
Shares can be transferred but may require approval depending on company bylaws.
⚖️ Regulatory Environment
Monaco Business Development Agency (SBM) — assists with company setup and business development.
Chamber of Commerce of Monaco — represents business interests.
Financial Activities Commission (CAFM) — regulates financial institutions and investment firms.
Monaco does not levy corporate income tax on companies earning over 25% of their turnover outside Monaco, making it a low-tax jurisdiction.
🌍 Why Incorporate in Monaco?
Political stability and strong legal system.
Strategic location with access to European markets.
Attractive tax regime with no corporate tax on many companies.
Privacy and confidentiality in company ownership.
Prestigious business environment.
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