Understanding the process
Principle
The transfer of shares between partners can be carried out freely in line with the clauses of the articles of association.
However, if the transfer of shares gives a partner of foreign nationality the status of manager, the transfer is subject to authorisation from the Minister of State.
The same applies if the transferee of Monegasque nationality is required to have specific competences under legislation defining the conditions of entry to a profession.
A declaration or authorisation is therefore not required in the following situations:
- Transfers of shares between limited partners or active partners of an SCS
- Partial transfers of shares between active and limited partners of an SCS
- Transfers of shares between nominal partners of an SNC
- Transfers of shares between partners or between managing partners of an SARL
- Partial transfers of shares between a managing partner of an SARL (transferor) and a partner (transferee)
- Transfers of shares between the sole partner and a manager who is not a partner of an SURL
The transfer of shares to a third party is subject to authorisation from the Minister of State if the transferee is of foreign nationality, or requires a declaration to be made to the Minister of State if the transferee is of Monegasque nationality and the transfer is not related to a profession where entry is subject to specific legal conditions.
Conditions
The transfer of shares is established by notarised deed or by private agreement.
The conditions of transfer of company shares are determined by the articles of association.
Transfers are not subject to formal registration.
The company is legally bound by these transfers under the conditions set out in Article 1530 of the Civil Code, i.e. either by notification or by acceptance in a legal document (Article 51- 2 of the Code de Commerce - Commercial Code)
A transfer only requires public notification (submission to the General Court Registry and announcement in the Journal de Monaco) if it brings about a change in the manager of a company or in the appointment of a co-manager.
The transfer of shares to a partner who thereby receives the status of general partner, nominal partner or manager of a SARL is therefore subject to public notification formalities.
Formalities
The share transfer deed should be submitted to the Business Development Agency if the transfer of shares requires authorisation from the Minister of State or a declaration.
Requiring authorisation from the Minister of State:
- Transfers of shares to a third party of foreign nationality
- Transfers of shares to a third party of Monegasque nationality if they will acquire the status of nominal partner of an SNC, active partner of an SCS or managing partner of an SARL or SURL whose operations are subject to authorisation
- Transfers of shares between partners, if the transferee, whether a foreign national or a Monegasque national subject to an authorisation procedure, is becoming an active partner of an SCS or a managing partner of the SARL
Requiring a declaration of business activity to the Minister of State for Monegasque nationals:
- Transfers of shares to a third party of Monegasque nationality who acquires the status of limited partner and/or active partner of an SCS, partner and/or manager of an SARL or SURL, and partner and/or nominal partner of an SNC
To obtain the forms you can:
- Download them here:
- Or collect them from the Business Development Agency
You must submit the following documents:
- The form "Demande d’autorisation d’exercice d’une activité en Principauté de Monaco » duly completed
- The "Individual notice" form
- A civil-status document:
- A certificate of nationality or copy of ID card for Monegasques
- A photocopy of the residence permit for residents
- A copy of the ID card or passport for foreigners
- An extract from birth certificate
- Applicant's copy of criminal record dated of less than 3 months. This should be obtained from:
- The General Court Registry of Monaco for residents
- The national criminal records office or over the internet for persons residing in France
The minutes of the general shareholder assembly agreeing to the transfer, if applicable (transfer of shares to a third party, etc.)
The articles of association generally state that the transfer of shares to a third party or the transfer of shares between partners that lead to the appointment of a new manager must be approved by the shareholder assembly.
The minutes are not subject to formal registration.
If the transferee is a legal person:
- An extract of the resolution of the board of directors or of the shareholder assembly agreeing to subscribe to the capital of the company
- An "Individual notice" form for the representative of the legal person
- Applicant's copy of criminal record dated of less than 3 months
- A copy of the ID card or passport of the representative
- A document identifying the beneficial owner
- A copy of the entry on the Trade Registry stating the objects of the company
- A document identifying the beneficial owner
- An extract of the Trade Directory stating the corporate purpose
The application for authorisation must be submitted to the Business Development Agency.
The statutory period for review of the application is forty-five days from notification of its eligibility.
Once authorisation has been received, the following formalities must be carried out if it relates to the authorisation of a nominal partner of an SNC, an active partner of an SCS or a managing partner of the SARL or SURL:
- An announcement of appointment should be published in the Journal de Monaco by the manager. This announcement must be made prior to the request for amendment of registration in the Trade and Industry Directory
- Registration of the statement of amendment in the Trade and Industry Directory. The registration of the statement of amendment should also follow submission of an extract of the deed amending the articles of association to the General Court Registry, at the expense of the company by intermediary of the Business Development Agency
- Registration with CAMTI (Sickness, Accident and Maternity Insurance for the Self-Employed) and CARTI (Independent Pensions Fund for the Self-Employed) if it is a nominal partner, active partner or managing partner of the SARL
To obtain the forms you can:
- Download them here:
- Or collect them from the Business Development Agency
Documents to be provided:
- The completed form "Déclaration d’exercice d’une activité en Principauté de Monaco" duly completed
- The "Individual notice" form
- A copy of ID card
- A certificate of nationality
- Applicant's copy of criminal record dated of less than 3 months. This should be obtained from the General Court Registry of Monaco
- 2 original copies of the share transfer deed
- The minutes of the general shareholder assembly agreeing to the transfer, if applicable (transfer of shares to a third party, etc.)
The articles of association generally state that the transfer of shares to a third party or the transfer of shares between partners that lead to the appointment of a new manager must be approved by the shareholder assembly.
The minutes are not subject to formal registration.
If the transferee is a Monegasque legal person:
- A copy of the resolution of the Board of Directors or of the shareholder assembly agreeing to subscribe to the capital of the company
- An "individual notice" form for the representative of the legal person
- Applicant's copy of criminal record dated of less than 3 months
- A copy of the ID card or passport of the representative
- A document identifying the beneficial owner
- An extract of the Trade Directory stating the corporate purpose
The declaration and all supporting documents must be submitted to the Business Development Agency.
It is returned with a receipt, dated and signed by the Minister of State, within two weeks from the date of submission of the declaration.
Once the receipt of the declaration of activity is issued, the following formalities must be completed if it relates to the appointment of a nominal partner, active partner or managing partner of the SARL or SURL:
- An announcement of appointment should be published in the Journal de Monaco by the manager. This announcement must be made prior to the request for registration of the statement of amendment in the Trade and Industry Directory
- Registration of the statement of amendment in the Trade and Industry Directory: the registration of the statement of amendment should also follow submission of an extract of the deed amending the articles of association to the General Court Registry, at the expense of the company by intermediary of the Business Development Agency
- Registration with CAMTI (Sickness, Accident and Maternity Insurance for the Self-Employed) and CARTI (Independent Pensions Fund for the Self-Employed) if it is a nominal partner, active partner or managing partner of the SARL
See also
See also
Administrative contact
9 rue du Gabian
MC 98000 MONACO
Opening hours :
from 9.30am to 5.00pm from monday to friday
Phone :
Fax :
Administrative contact
9 rue du Gabian
MC 98000 MONACO
Opening hours :
from 9.30am to 5.00pm from monday to friday
Phone :
Fax :