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 director, 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 between general partners
- Partial transfers of shares between a general partner and a limited partner
- Transfers of shares between nominal partners
- Transfers of shares between partners or between managing partners of a SARL
- Partial transfers of shares from a managing partner of a SARL to another partner of the company
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 du Code Civil, i.e. either by notification or by acceptance in a legal document (art.51- 2 du Code de Commerce).).
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.
Authorisation from the Minister of State is required in the following situations:
- Transfers of shares to a third party of foreign nationality
- Transfers of shares to a third party of Monegasque nationality if the transferee will thereby receive the status of nominal partner, general partner or managing partner of a SARL for which the business activity is subject to authorisation
- Transfers of shares between partners if the transferee of foreign nationality will thereby become a general partner or managing partner of a SARL
Transfers of shares between partners if the transferee of Monegasque nationality will thereby become a general partner or managing partner of a SARL for which the business activity is subject to authorisation.
A declaration to the Minister of State must be made in the following situations:
- Transfers of shares to a third party of Monegasque nationality who will thereby receive the status of limited partner or partner of a SARL
- Transfers of shares to a third party of Monegasque nationality if the transferee will thereby receive the status of nominal partner, general partner or managing partner of a SARL, if the business activity is not subject to authorisation
- Transfers of shares between partners of an SCS if a limited partner of Monegasque nationality thereby becomes a general partner, if the business activity is not subject to authorisation
Transfers of shares between partners of a SARL if a partner of Monegasque nationality thereby becomes a managing partner, if the business activity is not subject to authorisation
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 ”
- The “Individual notice” form
- A certificate of nationality or copy of ID card
- A birth certificate
- A copy of the applicant’s police report, not more than three months old. This should be obtained from the General Court Registry of Monaco
If the transferee is a Monegasque legal person:
- A copy of the resolution of the Board of Directors or of the Meeting of Partners agreeing to subscribe to the capital of the company
- A personal information form for the representative of the legal person
- A copy of the representative’s police report, not more than three months old
- 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
- 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.
These minutes are not subject to formal registration.
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 in cases involving the nomination of a nominal partner, general partner or managing partner of a SARL:
- 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 Register. - Registration of the statement of amendment in the Trade and Industry Registry
The registration of the statement of amendment should also follow submission of a copy 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) in cases involving a nominal partner, general partner or managing partner of a SARL
To obtain the forms you can:
- Download them here:
- Or collect them from the Business Development Agency
You must submit the following documents:
- The completed form “Demand to set up an activity in the principality of Monaco”
- 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 non-Monegasque residents
- A copy of the ID card or passport for foreigners
- A birth certificate
- A copy of the applicant’s criminal record, not more than three months old. 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
If the transferee is a 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
- A personal information form for the representative of the legal person
- A copy of the representative’s police report, not more than three months old
- 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
- 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.
The application for authorisation must be submitted to the Business Development Agency.
The statutory period for review of the application is three months from notification of its eligibility.
Once authorisation has been received, the following formalities must be carried out in cases involving a nominal partner, general partner or managing partner of a SARL:
- 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 Registry - Registration of the statement of amendment in the Trade and Industry Registry
The registration of the statement of amendment should also follow submission of a copy 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) in cases involving a nominal partner, general partner or managing partner of a 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 :