How to appoint a director to a société anonyme in Monaco

The person to be appointed as director must be a partner in the company (Article 10 of the Sovereign Ordinance of 5 March 1895). Exceptions to this rule may be made for companies with a Government-granted monopoly.

In the absence of any legal requirements the director must be appointed in accordance with requirements of the articles of association and must expressly accept the mandate given by the statutory body.

The articles of association generally stipulate that directors should be appointed by the general assembly for a maximum duration of six years and that they can be appointed provisionally by the board of directors, particularly in the event of resignation or death, subject to ratification at the following general assembly, usually the ordinary general assembly.

The minutes of the meeting must indicate the approval of the appointed director. These minutes must be signed by all the directors present or represented at the meeting.

To get the form you can either:

• Download it here
  PDF1.1 MB

  Demande d'inscription modificative (modèle S2) (09-2022)
• Or 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 following documents must be submitted:

• Either an original copy of the minutes of the general assembly, accompanied by the attendance sheet (Article12 of the Sovereign Ordinance of 5 march 1895)
• 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
• Proof of identity and home address (or that of the head office) of the nominated director
• Documentation of the express authority of the representative, if applicable

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

It must be submitted or sent off to the Trade and Industry Registry at the Business Development Agency (9 rue du Gabian - opening hours 9:30am - 5:00pm).        

The application should be accompanied by payment of the €50 fee for making changes to a registration. This can be paid by cheque made payable to the "RCI" (Trade and Industry Registry), 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 Registry).