Change of legal form for a Société Anonyme Monégasque (SAM)

The legal transformation of a joint-stock company into a limited liability company (SARL), a limited partnership (SCS) or a general partnership (SNC) does not require the creation of a new corporate entity.

The transformation is completed in two stages, due to the coexistence of two laws: the Ordinance of 5 March 1895 and Act no. 1144 of 26 July 1991.

The Ordinance of 5 March 1895 requires that the Minister of State approves the amendment of the article in the SAM’s Articles of Association concerning the legal form.

Act no. 1144 of 26 July 1991 requires that each future partner of the SAR., SCS or SNC seeks a business permit from the Minister of State in their own name or, if the partner is a Monegasque national and if the activity is not regulated, makes a declaration of business activity.

First of all, the SAM’s legal representative under the Articles of Association must ask a Monegasque notary to draft and submit the following documents to the Business Development Agency:

1. The application for approval of the amendment of the Articles of Association, sent from the shareholders to the Minister of State.
2. The minutes of the E.G.M. where the resolution was made to transform the company into an SARL, SCS or SNC and the updated Articles of Association registered with the Department of Tax Services.

♠ If the amendment of the Company Articles is accepted, the Ministerial Decree authorising the amendment of the Articles (form) is notified to the notary who drafted the amendments.

If the notary appointed to make the application to amend the Company Articles is not the notary in whose firm the original Articles are filed, a copy of the minutes from the E.G.M. where the resolution was made to transform the company into an SARL, SCS or SNC along with the updated Articles of Association must be submitted to the latter’s firm.

 ♠ Then, third parties must be informed of the change in legal form and any other amendments to the Articles which may have been submitted to the Minister of State and approved.

The following notification formalities must be performed: 

• Publication of the Ministerial Decree authorising the amendment of the Company Articles in the Journal de Monaco.
• Publication of the full text of resolutions and amendments referred to in the Ministerial Decree in the Journal de Monaco.

Secondly, i.e. once the Ministerial Decree approving the amendment of the Articles has been notified by the notary, the formalities below must be observed:

1. Application for a business permit for the activity (or declaration of business activity), presented in their own name by the partners in the SARL, SCS or SNC Two copies of the updated Articles registered with the Department of Tax Services should be attached.
2. Publication in the Journal de Monaco and submission to the General Court Registry of the SARL, SCS or SNC’s memorandum of association. This is done by the public authorities at the expense of the company, after the business permit has been notified or receipt for the declaration has been issued.
3. Registration of the amendment in the Trade and Industry Registry.