How to declare an amendment to the Articles of Association of a société anonyme

This page is explanatory in nature. It does not constitute legal advice. 

Individuals are responsible for carrying out the necessary research or contacting the relevant professionals about the conditions under which the company operates and any implications (tax, accounting, etc.).

Any amendment to the Articles of Association of a "société anonyme" (SAM - Monegasque public limited company), other than changes to the company’s legal form or objects, can be made by a notarial deed or a private agreement. If a private agreement is used, it must comply with Article 1172 of the Civil Code.

If the amendment is made by notarial deed, the minutes of the general assembly must be filed by the company’s legal representative with the notary who holds the company’s Articles. The filing must include verification of the text and signatures.

Any amendment to the Articles of Association must be declared to the Minister of State. The declaration must be signed by the company’s legal representative and must include the decision of the general assembly to amend the Articles.

The declaration is submitted to the Business Development Agency and must be sent to the Minister of State within 30 days of the general assembly’s decision. The Minister of State will issue a receipt.

The minutes of the general assembly approving the amendment and the revised Articles of Association must be attached to the declaration.

Once the receipt has been issued, the company must publish a brief notice of the amendment in the Journal de Monaco.

If the amendment concerns one of the items of basic information listed in Article 5 of the Sovereign Ordinances no. 2.853 of 22 June 1962 (pertaining to the implementation of the Act no. 721 of 27 December 1961 instituting a Trade and Industry Directory) or no. 3.573 of 11 May 1966 (pertaining to the implementation of the Act no. 797 of 18 February 1966 pertaining to non-trading companies), the formalities required to amend the registration must be carried out with the Trade and Industry Directory or the Special Register of Non-Trading Companies, once the receipt has been received and notice published.

The declaration must be sent to the Minister of State, via the Business Development Agency, within 30 days of the general assembly’s decision to amend the Articles of Association. The Business Development Agency will issue a receipt.