How to appoint a director to a société anonyme in Monaco

The board of directors must have at least two directors. They can be paid or unpaid and may be shareholders or non-shareholders. They are appointed by the Ordinary General Assembly referred to Articles 36 and 37 of the Act no. 1.573 of 8 April 2025 pertaining to the modernisation of company law. In cases covered by Article 17 of that Act, they are appointed either by the founding general meeting or by the company’s Articles of Association.

The company’s Articles of Association may also require each director to hold a certain number of company shares.

Directors serve for a term set in the Articles of Association, up to a maximum of six years. The Articles can also set rules for ending a director’s term. Directors may be removed at any time by the Ordinary General Assembly.

Directors may not sit on the boards of more than twelve "sociétés anonymes" (joint-stock companies) with registered offices in Monaco.

Similarly, the chairman, chief executive officer or managing director may not sit on the boards of more than eight joint stock companies (sociétés anonymes) with registered offices in Monaco.

If a director dies or resigns, or if the board of directors falls below the minimum size permitted in the Articles of Association, the board may make temporary appointments until the next General Assembly. These appointments are then subject to ratification by the next Ordinary General Assembly. If the number of directors falls below the statutory minimum, the remaining directors must call an Ordinary General Assembly within one month to restore the board to its required size.

It is important to note that certain special requirements may apply when appointing directors, depending on the company’s activities (this list is not exhaustive): 

• Financial activities: approval from the Commission de Contrôle des Activités Financières (CCAF), in accordance with the Act no. 1.338, est requis
• Construction and public works activities: the chairman of the board and the executive directors of a "société anonyme monégasque" (Monegasque public limited company) or a "société en commandite par actions" (Partnership limited by shares) whose company objects include one or more of the activities listed in Article I of the Sovereign Ordinance no. 7.135 of 2 October 2018 relating to professional qualification and insurance conditions that are applicable to construction and public works activitiess, must satisfy the requirements set out in that Ordinance
• Activities related to certain real estate and business transactions: the directors must satisfy the conditions established by Article 1 of the Sovereign Ordinance no. 15.700 of 26 February 2003, implementing Act no. 1.252 of 12 July 2002 pertaining to the conditions for conducting activities relating to certain transactions involving buildings or business goodwill
• Multi family office activities conducted without official accreditation from the CCAF: if the objects of the multi family office business exclude the activities listed in paragraphs 3 and 4 of Article I of the Act no. 1.338 of 7 September 2007, amended, all shareholders and natural persons empowered to manage or administer the company must satisfy the professional competence and integrity defined  by the Sovereign Ordinance no. 6.271 of 13 February 2017  enacting the conditions for the application of the Act no. 1.439 of 2 December 2016 establishing the multi family office activity. Shareholders or managers may be replaced only with official authorisation from the Minister of State. Failure to obtain this authorisation in advance will result in the authorisation to form the company being revoked, following the conditions established by the Act no. 767 of 8 July 1964, amended
• Multi family office activities conducted with official accreditation from the CCAF: if the objects of the multi family office business include any of the activities listed in paragraphs 3 and 4 of Article I of the Act no. 1.338 of 7 September 2007, amended, the multi family office may not begin operating until it has been granted accreditation by the  Commission for the Control of Financial Activities, as provided by the Act no. 1.338 of 7 September 2007, amended, and its implementing instruments. The Commission for the Control of Financial Activities must be informed of any change to shareholders or managers in accordance with Article 8 of the Act no. 1.338 of 7 September 2007, amended

To get the form you can either:

• Download it :
  • For a société commerciale (commercial company): 
    PDF1.1 MB

    S2_Demande d'inscription modificative (S2_04-2023)
  • For a société anonyme à objet civil (public limited company with a civil purpose): 
    PDF495.3 kB

    C2_Demande d'inscription modificative (C2_06-2026)
• Collect it from the Business Development Agency

This form must be signed by the statutory representative of the company, i.e. the duly authorised chief executive officer, managing director and, if necessary, executive director.

The completed application to amend registration must be accompanied by the following documents, except for any that were already submitted along with the declaration of business or the business permit application:

• Either an original copy of the minutes of the general assembly, accompanied by the attendance sheet 
• Or an original copy of the minutes of the board meeting, accompanied by proof of shareholder status of the appointed director, such as the attendance sheet of the previous assembly if no changes have been made, or proof of the distribution of share capital drawn up by the auditor
• Documentation of the express authority of the representative, if necessary

For the appointee:

When completing the registration process, submitting subsequent declarations, or requesting deregistration, all supporting documents must be provided in French. If they are in another language, they must be translated and certified accurate by the declarant. Only documents submitted in French are considered official.

If a submitted document is a copy, it must be certified as a true copy by the declarant.

Additional supporting documents may be requested if the Trade and Industry Directory considers them necessary.

The application must comprise the completed, dated and signed forms, in duplicate, and supporting documents listed above. 

It must be submitted or sent off to the Trade and Industry Directory  accompanied by the €50.00 registration fee.

This can be paid by cheque made payable to the "RCI" (Trade and Industry Directory), or in cash or bank card to the counter of the service.

Postage costs are added to these fees if you want some documents to be sent to you (copy of the form for making changes to a registration, extract from the Trade and Industry Directory).