Understanding the process
Any business which terminates its activity must announce its dissolution and name a liquidator.
The appointment of a liquidator is also required when a business is dissolved ipso jure in the following cases:
- Ipso jure dissolution by way of the expiration of the duration of the business
- Ipso jure dissolution due to the lack of regularisation following the conditions established by the article 51-11 of Code de Commerce, par suite du décès d’un associé, de sa mise en cessation de paiements, de sa mise en règlement judiciaire ou en liquidation judiciaire, de sa faillite personnelle, de son incapacité ou son interdiction de gérer
The dissolution of the business prompts an amendment.
When the liquidation operations are complete, the liquidator requests the removal of the business.
The law determines cases in which a business may be dissolved ipso jure without liquidation:
- Decision of the single partner to dissolve the business without liquidation, provided this single partner has all the stocks or shares in their hands
- Ipso jure dissolution without liquidation in the event that all stocks are collected in the hands of one person and in the absence of regularisation within the legal timeframe
- Dissolution without liquidation of a business which has been acquired by another party
Below is the list of supporting evidence that needs to be prepared:
- The original minutes of the partners’ or shareholders’ meeting which approved the closing of the liquidation operations registered with the Tax Services
- Two originals of the decision of the sole shareholder to dissolve the company in advance or dissolve it as of right, registered with the Tax Services, as well as the notice in the Journal de Monaco
- Two originals of the minutes of the meetings of the acquiring businesses and the businesses which are being acquired approving the merger or the demerger, an original of the deed registered with the Tax Services, and the notice in the Journal de Monaco
- Original of the authorisation signed by the liquidator, except if the minutes include the power of attorney assigned to the attorney in question
The application must comprise the completed, dated and signed forms, in duplicate, and supporting documents.
It must then 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 €25 deregistration fee for SARL/SNC/SCS and €50 for joint stock companies. 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 will need to be added to these deregistration fees if documents are sent (form and extract from the Trade and Industry Registry).
The costs of sending the deregistration are to be borne by the applicant and should be added to the payment.