This page is explanatory in nature. It does not constitute legal advice.
It is the responsibility of individuals to carry out the necessary research or to contact local professionals regarding the conditions under which the company operates and any implications (tax, accounting, etc.).
Understanding the process
Changes to any basic information must be reported in a supplementary or amending declaration before it can be entered in the special register. Failing to do so will render it non-binding against third parties.
Once the formalities stipulated by the laws and regulations in force have been completed, depending on the nature of the document, this declaration must be accompanied by supporting documents for verification purposes. The declaration and supporting documents should be sent to the Trade and Industry Directory within one month of the date of the change or, where applicable, of the registration of the document amending the basic information in question or of the issue of the receipt for the declaration or official authorisation. This timeframe may be extended by the Director of the Business Development Agency for a further period to be determined by them upon valid request.
Without this, registration with the registry is refused. Additionally, the company may face penalties in accordance with Article 12 et seq. of the Act no. 797 of 18 February 1966 pertaining to non-trading companies.
Documents
They are required to comply with the registration formalities with the Department of Tax Services within one month if they are in the form of a private agreement and 10 days if they are in the form of an authenticated document .
The same rules apply to share transfers and the creation of usufructuary rights to shares. In order to be valid, any agreement documenting a share transfer or the creation of usufruct over shares must include: surname, preferred name, first names, date and place of birth, nationality(ies), home address, family circumstances and, where applicable, matrimonial property scheme of the parties to the agreement.
If the parties are legal entities, the agreement must include their company name, legal form, address of the company's registered office, the company’s registration number and the place in which it is registered publicly, and the surname, preferred name, any alternative name or pseudonym, first names, date and place of birth, nationality(ies), and home address:
- Of persons empowered to administer, manage, or enter into legally binding commitments on a habitual basis in respect of third parties or their equivalents under foreign law
- Of the permanent representative, if one is required to be appointed under applicable laws or regulations
Publication and registration formalities
With the exception of the public limited company, the creation of a Non-Trading Company is not subject to the formalities of publication in the "Journal de Monaco".
Changes must be entered into the Non-Trading Companies special registry (RSSC) within the month of their incorporation.
The declaration and supporting documents should be sent to the Trade and Industry Directory within one month of the date of the change or, where applicable, of the registration of the document amending the basic information in question or of the issue of the receipt for the declaration or official authorisation. This timeframe may be extended by the Director of the Business Development Agency for a further period to be determined by them upon valid request.
Without this, registration with the registry is refused. In addition, for non-trading companies that require such authorisation, the declaration of business or administrative authorisation will become invalid if the company is not registered, and the file will be closed. Additionally, the company may face penalties in accordance with Article 12 et seq. of the Act no. 797 of 18 February 1966 pertaining to non-trading companies.
To get this form, you can either:
- Download it here:
- Collect it from the Business Development Agency
To comply with subsequent reporting formalities, all supporting documents must be provided in French. If they are in another language, they must be translated and certified accurate by the declarant. Only documents submitted in French are considered official.
If a submitted document is a copy, it must be certified as a true copy by the declarant.
Additional supporting documents may be requested if the Trade and Industry Directory considers them necessary.
Liste non exhaustive donnée à titre indicatif
You must provide the following documents:
- Two copies of the completed " Demande d'inscription modificative – modèle C2" form available for download in the previous step
- The individual information forms for new partners/shareholders/directors, etc.
- In support of the request to amend basic information, the applicant should provide an up-to-date copy of the Articles of Association filed with the Department of Tax Services, except in cases where the documents have already been submitted as part of the application for administrative authorisation
Depending on the circumstances, you should also provide the following documents:
Changes to legal form or corporate purpose:
Following publication of the relevant ministerial decree, a notification listing the documents to be provided will be sent. The applicant will need to publish a statement in the "Journal de Monaco".
For amendments to the Articles of Association relating to changes other than to legal form or corporate purpose:
See the specific procedure described on the webpage "How to declare an amendment to the Articles of Association of a société anonyme"
Once the receipt has been issued, the company must publish a brief notice of the amendment in the Journal de Monaco.
If the amendment concerns one of the items of basic information listed in Article 5 of Sovereign Ordinance no. 3.573 of 11 May 1966 implementing the act no. 797 of 18 February 1966 pertaining to non-trading companies, the formalities required to amend the registration must be carried out with the Special Register of Non-Trading Companies, once the receipt has been received and notice published.
- The notarial deed, private agreement, deed of gift or any document assigning shares
- A copy of the minutes, and the associated attendance sheet, recording the amendment
- Where applicable a copy of the minutes of the Board of Directors, and the associated attendance sheet, recording the amendment
New natural persons:
- A completed individual information form, available from the Business Development Agency
- A copy of a national identity card or national passport for Monegasque nationals, a copy of a residence permit for residents in Monaco or a copy of an identity card or passport for non-residents
- Only for persons authorised to administer, manage or enter into legally binding commitments on behalf of the company, and if they are domiciled abroad, a Sworn Declaration stating that they have no criminal convictions or a copy of criminal record dated within the last three months issued by the judicial or administrative authorities of their country of domicile
- A proof of address dated within the last three months
- A copy of criminal record dated within the last three months issued by the judicial or administrative authorities of the applicant’s country of domicile
New legal entities:
- An original extract of the company’s registration in a public register, dated within the last three months, and a certified copy of its current Articles of Association, signed by the person authorised to act on its behalf
- A copy of the document showing the shareholders’ agreement to subscribe the company’s share capital and/or to appoint someone to represent the company
- A completed individual information form for the person or persons authorised to act on behalf of the legal entity, available from the Business Development Agency
- A copy of a residence permit or a copy of an identity card or passport of the person or persons authorised to act on behalf of the legal entity
- An extract from the birth certificate or marriage certificate of the person or persons authorised to act on behalf of the legal entity
- A proof of address dated within the last three months of the person or persons authorised to act on behalf of the legal entity
For a natural person or person authorised to act on behalf of the legal entity:
- A copy of a national identity card or national passport for Monegasque nationals, a copy of a residence permit for residents in Monaco or a copy of an identity card or passport for non-residents
- A proof of address dated within the last three months
For a legal entity:
- An original extract of the company’s registration in a public register, dated within the last three months
- An original extract of the marriage certificate detailing the matrimonial property scheme, a copy of a marriage contract or even the copy of the court approval of the matrimonial property scheme
- An extract from the birth certificate or marriage certificate noting the divorce or legal separation, or a copy of the ruling granting the divorce or legal separation
- A certificate of nationality or equivalent document
- A copy of a national identity card or national passport for Monegasque nationals, a copy of a residence permit for residents in Monaco or a copy of an identity card or passport for non-residents
- A copy of the letter of acceptance of the renunciation from the relevant authority, or a copy of the letter withdrawing citizenship issued by the relevant authority
- A notification listing the documents to submit will be sent to the company once approval has been granted
- The certificate confirming the opening of a deposit account with a bank in Monaco
- A copy of the minutes, and the associated attendance sheet, recording the amendment
- Where applicable a copy of the minutes of the Board of Directors, and the associated attendance sheet, recording the amendment
- The notarial deed or registered private agreement recording the dissolution of the company, the appointment of a liquidator and the establishment of the place of liquidation
For natural person:
- A completed individual information form, available from the Business Development Agency
- A copy of a national identity card or national passport for Monegasque nationals, a copy of a residence permit for residents in Monaco or a copy of an identity card or passport for non-residents
- Only for persons authorised to administer, manage or enter into legally binding commitments on behalf of the company, and if they are domiciled abroad, a Sworn Declaration stating that they have no criminal convictions or a copy of criminal record dated within the last three months, issued by the judicial or administrative authorities of the applicant’s country of domicile
- A proof of address dated within the last three months
For a legal entity:
- An original extract of the company’s registration in a public register, dated within the last three months and a certified copy of its current Articles of Association, signed by the person authorised to act on its behalf
- A completed individual information form for the person or persons authorised to act on behalf of the legal entity, available from the Business Development Agency
- A copy of a residence permit or a copy of an identity card or passport of the person or persons authorised to act on behalf of the legal entity
- An extract from the birth certificate or marriage certificate of the person or persons authorised to act on behalf of the legal entity
- A proof of address dated within the last three months of the person or persons authorised to act on behalf of the legal entity
- The notarial deed or private agreement registered with the Department of Tax Services
Liste non exhaustive donnée à titre indicatif
You must provide the following documents:
- Two copies of the completed " Demande d'inscription modificative – modèle C2" form available for download in the previous step
- The individual information forms for new partners/shareholders/directors, etc.
- In support of the request to amend basic information, the applicant should provide an up-to-date copy of the Articles of Association filed with the Department of Tax Services, except in cases where the documents have already been submitted as part of the application for administrative authorisation.
Depending on the circumstances, you should also provide the following documents:
- The notarial deed or private agreement setting out the changes to the Articles of Association and registered with the Department of Tax Services
- The notarial deed or private agreement registered with the Department of Tax Services or the deed of gift or any document assigning shares
- The document described under A and/or B
Natural persons:
- A completed individual information form, available from the Business Development Agency
- A copy of a national identity card or national passport for Monegasque nationals, a copy of a residence permit for residents in Monaco or a copy of an identity card or passport for non-residents
- Only for persons authorised to administer, manage or enter into legally binding commitments on behalf of the company, and if they are domiciled abroad, a Sworn Declaration stating that they have no criminal convictions or a copy of criminal record dated within the last three months, issued by the judicial or administrative authorities of the applicant’s country of domicile
- A proof of address dated within the last three months
- A copy of criminal record dated within the last three months issued by the judicial or administrative authorities of the applicant’s country of domicile
New legal entities:
- An original extract of the company’s registration in a public register, dated within the last three months, and a certified copy of its current Articles of Association, signed by the person authorised to act on its behalf
- A copy of the document showing the shareholders’ agreement to subscribe the company’s share capital and/or to appoint someone to represent the company
- A completed individual information form for the person or persons authorised to act on behalf of the legal entity, available from the Business Development Agency
- A copy of a residence permit or a copy of an identity card or passport of the person or persons authorised to act on behalf of the legal entity
- An extract from the birth certificate or marriage certificate of the person or persons authorised to act on behalf of the legal entity
- A proof of address dated within the last three months of the person or persons authorised to act on behalf of the legal entity
For a natural person or person authorised to act on behalf of the legal entity:
- A copy of a national identity card or national passport for Monegasque nationals, a copy of a residence permit for residents in Monaco or a copy of an identity card or passport for non-residents
- A proof of address dated within the last three months
For a legal entity:
- An original extract of the company’s registration in a public register, dated within the last three months
- An original extract of the marriage certificate detailing the matrimonial property scheme, a copy of a marriage contract or even the copy of the court approval of the matrimonial property scheme
- An extract from the birth certificate or marriage certificate noting the divorce or legal separation, or a copy of the ruling granting the divorce or legal separation
- A certificate of nationality or equivalent document
- A copy of a national identity card or national passport for Monegasque nationals, a copy of a residence permit for residents in Monaco or a copy of an identity card or passport for non-residents
- A copy of the letter of acceptance of the renunciation from the relevant authority, or a copy of the letter withdrawing citizenship issued by the relevant authority
- The document described under A
- If the company’s registered office is not at the domicile of a partner or shareholder, or at the address of a person authorised to administer, manage or enter into legally binding commitments on behalf of the company, any document proving the company’s registered office; and if it is seated at premises operated by a domiciliation service, a copy of the signed domiciliation agreement
- The certificate confirming the opening of a deposit account with a bank in Monaco
- The notarial deed or registered private agreement recording the dissolution of the company, the appointment of a liquidator and the establishment of the place of liquidation
For natural person:
- A completed individual information form, available from the Business Development Agency
- A copy of a national identity card or national passport for Monegasque nationals, a copy of a residence permit for residents in Monaco or a copy of an identity card or passport for non-residents
- Only for persons authorised to administer, manage or enter into legally binding commitments on behalf of the company, and if they are domiciled abroad, a Sworn Declaration stating that they have no criminal convictions or a copy of criminal record dated within the last three months, issued by the judicial or administrative authorities of the applicant’s country of domicile
- A proof of address dated within the last three months
For a legal entity:
- An original extract of the company’s registration in a public register, dated within the last three months and a certified copy of its current Articles of Association, signed by the person authorised to act on its behalf
- A completed individual information form for the person or persons authorised to act on behalf of the legal entity, available from the Business Development Agency
- A copy of a residence permit or a copy of an identity card or passport of the person or persons authorised to act on behalf of the legal entity
- An extract from the birth certificate or marriage certificate of the person or persons authorised to act on behalf of the legal entity
- A proof of address dated within the last three months of the person or persons authorised to act on behalf of the legal entity
- The notarial deed or private agreement registered with the Department of Tax Services
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 Directory, accompanied by payment of the registration fee of €25.00 for a non-trading company and €50.00 for a société anonyme (public limited company) with a civil purpose.
Postage costs will need to be added to these fees if documents are sent (a copy of the form, a registration or deregistration certificate):
Payment should be made by cheque made payable to the "RCI" (Trade and Industry Directory), or in cash or bank card to the reception desk of the service.
See also
See also
Administrative contact
9 rue du Gabian, 2nd floor
MC 98000 MONACO
Opening hours :
from 9.30am to 5.00pm from monday to friday
Phone :
Administrative contact
9 rue du Gabian, 2nd floor
MC 98000 MONACO
Opening hours :
from 9.30am to 5.00pm from monday to friday
Phone :