Understanding the process
The conditions for establishing an SAM (Société Anonyme Monégasque) are:
- At least two shareholders, with no maximum limit
Shareholders can be natural or legal persons.
As no trade capacity is required, shareholders can be, notably, minors (including dependent minors), adults protected by law and also adults under any form of public guardianship.
- A minimum share capital of 150,000 euros (O.S n. 13.845 du 06/01/1999)
- Companies must establish their articles of association with a Monegasque notary who also draws up the statement of subscription and payment of capital
To get the forms you can either:
- Download them here
- Collect them from Business Development Agency
The Articles of association are established by an authentic (notarised) document
The articles of association are submitted to the Business Development Agency along with all other supporting documents required for establishing a company (see stage 3).
Documents to be supplied on application for authorisation of establishment:
- The completed form “Application for permit to carry out a business activity in the Principality of Monaco”
- The notarised copy of the Articles of Association
- The “Personal Information” form for each shareholder
- 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
- 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 one of the shareholders is a legal person:
- A copy of the resolution of the Board of Directors 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 residence permit, ID card or passport of the representative
- A document identifying the beneficial owner
- A copy of the entry on the Trade and Industry Register stating the objects of the company
- In cases involving lease management, the contract or contract agreement
- In cases involving the purchase of an existing business or tenancy rights, the transfer deed or transfer agreement
The application for business permit and endorsement of the articles of association must be submitted to the Business Development Agency.
The business permit and the endorsement of the articles of association are given by decree by the Minister of State and published in the Journal de Monaco. Notification is given to the founder in the office of the notary who drew up the document.
The business permit is not valid until after submission to the notary’s records of the original document of the articles of association stating their endorsement.
All articles of association must be published within 20 days of submission to the notary’s records of the original document of the articles of association stating their endorsement and of the duplicate copy of the Ministerial Decree of Authorisation.
The following formalities regarding establishment must be carried out within three months of the Ministerial Decree of Authorisation, failing to do so will void the authorisation.
Subscription of share capital
A société anonyme is established following the subscription of the totality of the share capital and the payment by each of the shareholders of at least a quarter of the subscribed shares.
The subscription of share capital and payments are ascertained by a declaration made by the founders in a notarised document.
The following documents attached to the declaration:
- The lists of subscribers
- The status of payments
- An authenticated copy of the deed of the company if it was authenticated by a notary other than the one who received the declaration
Convening of the first general assembly
The declaration of subscription is submitted, along with supporting evidence, to the first general assembly, which verifies its authenticity.
This assembly also appoints the first directors, if they were not named in the articles of association, and the auditors.
Convening of the second general assembly
If there are any contributions in kind or of skills and know-how, this assembly names the “experts” who can be selected from among the subscribers, in order to assess the value of the contribution.
The founders convene the shareholders at a second general assembly, called to pass a resolution on the approval of the contribution.
The contribution must be approved by the majority of the shareholders present. The shareholders who made the contribution cannot take part in these resolutions.
The following formalities must be carried out within 15 days of the final establishment of the company, in other words when the capital has been subscribed and paid up, when the general assembly or assemblies have been held and when the minutes of this assembly or these assemblies have been drawn up:
Submitting the articles of association to the General Court Registry
A copy of the notarised document must be submitted to the General Court Registry.
The following must be attached to this document:
- A copy of the resolutions passed by the general assembly or assemblies mentioned above
- The certified list of subscribers containing the first and last names, profession, place of residence and number of shares of each subscriber
Announcing the date of submission made to the General Court Registry in the Journal de Monaco
The date of submission made to the General Court Registry must be announced in the Journal de Monaco within one month of the final establishment of the company.
Entering the company in the company registry
The company must be entered in the company registry within one month of the final establishment.
When all of these formalities have been completed the company can be entered in the Trade and Industry Registry
Registration must take place within two months of the company being operational.
The Trade and Industry Registry Office ensures that the legally required public notice formalities have been carried out.
Registration on the NIS (Statistical Identification Number) Register with Monaco Statistics (Monegasque Institute of Statistics and Economic Studies). This number is used for official classifications and statistics and is necessary throughout the life cycle of your company (opening a bank account, establishing a telephone line, etc.)
All stages of post-authorisation procedures are described on the document attached –