Comparison of legal forms

SARL

SAM

SNC

SCS

Sole trader

Name

Company name:
> Preceded or followed by the initials "SARL"
> May include the name(s) of one or more shareholders

Company name:
> Preceded or followed by the words "société anonyme monégasque" or the initials "SAM" and a statement of the share capital
> May include the name(s) of one or more shareholders

Company name:
> Shareholders' names only

Company name:
> Name(s) of one or more active shareholders

> Trading name only

Shareholders

> Minimum of 2, no maximum
> Natural or legal persons
> Managing Director: must be a natural person, may or may not be a shareholder
> Neither shareholders or directors are considered as traders.

> Minimum of 2 shareholders, no maximum
> No person may be a Member of the Board of more than 8 commercial firms having their registered office in Monaco
> The SAM is administered by representatives on a time-limited, revocable basis, who may be salaried or unpaid, selected from among the shareholders

> Minimum of 2 shareholders, no maximum
> Natural or legal persons
> All considered as traders

> 2 types: active partners, considered as traders, and limited partners
> Minimum of 2, 1 active partner and one limited partner, no maximum
> Natural or legal persons

> A natural person

Activities

Commercial

Commercial or non-trading

Commercial

Commercial or non-trading

Commercial or non-trading

Contributions

> Contributions in cash and in kind, contributions in skills or services not permitted
> Contributions in kind must be fully paid up when the company is formed
> Cash contributions must be paid up when the company is formed and at least equal to the minimum capital
> The share capital must be fully paid up within 3 years

> All shareholders must make a contribution
> Only the contributions in cash and in kind are taken into account in the share capital
> Contributions in skills and services

> All shareholders must make a contribution
> Only the contributions in cash and in kind are taken into account in the share capital
> Contributions in skills and services

> All shareholders must make a contribution
> Only the contributions in cash and in kind are taken into account in the share capital
> Contributions in skills and services (only for active partners)

N/A

Share capital

> EUR 15,000 minimum
> Contributions in cash are paid into an account opened for this purpose with a credit institution established in the Principality, proof of which must be given when applying to be listed on the Trade and Industry Registry

> EUR 150,000 minimum, fully paid up
> Subscription and payment of capital is recorded in a notarised deed

No minimum capital

No minimum capital

N/A

Liability

Shareholders only bear losses up to the amount of their contributions

> Directors: only liable for the performance of the mandate that they have received. They do not contract, as a result of their management, to any personal or joint and several obligation in respect of the company’s undertakings
> Shareholders’ liability is limited to the amount of their contributions

> All shareholders are indefinitely jointly and severally liable for company debts in respect of all their assets

> Active partners: indefinitely jointly and severally liable for company debts 
> Limited partners: liable up to the amount of their contributions

>Held liable in respect of all their assets

Company formed by

> Privately-signed or official deed
> A transcript of the Memorandum and Articles of Association is published in the "Journal de Monaco"

> Official deed drawn up by a Monegasque notary
> The Memorandum and Articles of Association are published in the Journal de Monaco
> The Memorandum and Articles of Association approved by Ministerial Order are returned to the offices of the drafting notary. The authorization granted only produces its effects once the Memorandum and Articles of Association have been deposited in the official records of the drafting notary

> Privately-signed or official deed
> A transcript of the Memorandum and Articles of Association is published in the Journal de Monaco

> Privately-signed or official deed
> A transcript of the Memorandum and Articles of Association is published in the Journal de Monaco

N/A

Set-up costs

> Registration tax
> Publication fees

> Registration tax
> Publication fees
> Notary's fees

> Registration tax
> Publication fees

> Registration tax
> Publication fees

N/A

Misc.

In practice, the SAM is managed by a Board, but there are no rules as to its functioning

The Memorandum and Articles of Association may appoint one or more shareholders authorized to sign under the company name. In this case, the latter’s signatures alone bind the company

The limited partner may not carry out any act of management, even by virtue of a power of attorney. If he/she does so, they may be subject to the same liability as the active partner

Sales representatives and craftsperson applying for an authorisation to work as a sole trader.