An Société Unipersonnelle à Responsabilité Limitée (Single-Member Private Limited Liability Company - SURL) is a company form intended for Monegasque or foreign persons looking to carry on a commercial activity on an individual basis, without other shareholders.
Understanding the process
The main characteristics of "Société Unipersonnelle à Responsabilité Limitée" (Single-Member Private Limited Liability Company - SURL) are:
- A sole shareholder
- A minimum share capital of € 8,000 if the sole shareholder is a natural person and € 15,000 if the sole shareholder is a legal entity
- The sole shareholder’s liability is limited to the amount of their capital contribution
- The manager is a natural person
- Commercial activity
In order to set up an SURL, shareholders of foreign nationality, or Monegasque shareholders who wish to carry out certain business activities that require authorisation, must make an application for permit to carry out a business activity and provide all supporting documents (see activities subject to authorisation).
If the company is set up with a person of Monegasque nationality (e.g. shareholder) and a person of foreign nationality (e.g. a manager who is not also a shareholder), and if its activity does not require a special permit or official authorisation, the Monegasque national must file a declaration of business ("déclaration d’exercice") and the person of foreign nationality must apply for a permit to carry on a business activity.
If the applicants are Monegasque nationals and if the activity they plan to carry on is not subject to special authorisation, they need only file a declaration of business.
Non-shareholder managers of foreign nationality must make an application for authorisation to carry out a business activity. The same is true for non-shareholder managers of Monegasque nationality if the activity requires a special permit or official authorisation.
If the activity does not require a special permit or official authorisation, and if the non-shareholder manager is a Monegasque national, they need only to file a declaration of business.
To start your business, you will need to file a "declaration of business".
The declaration is reserved exclusively for persons of Monegasque nationality.
To get the forms you can either:
- Download them here:
- Or collect them from the Business Development Agency
Documents to be provided:
- The form "Déclaration monégasque d’exercice d’une activité en Principauté de Monaco" duly completed
- Two original copies of the Articles of Association registered with the Department of Tax Services
- A completed "Individual notice" form
- A certificate of nationality
- A copy of ID card
- Applicant's copy of criminal record dated of less than 3 months. This should be obtained from the General Court Registry of Monaco
- The "Notice about forcasted office" form
- Documents concerning the business premises:
- The deed of occupancy
- In cases involving lease management: the contract or contract agreement
- In cases involving the purchase of an existing business or commercial leasehold rights: the deed of sale of the business or leasehold rights, or a preliminary agreement to sell
The declaration of business 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.
To start your business, you will need to file an application for authorisation.
The authorisation is reserved for persons of foreign nationality.
To get the forms you can either:
- Download them here:
- Or collect them from the Business Development Agency
Documents to be provided:
- The form "Demand to set up an activity in the principality of Monaco" duly completed
- Two original copies of the Articles of Association registered with the Department of Tax Services
- A completed "Individual notice" form
- A civil-status document:
- A photocopy of the residence permit for residents
- A copy of the ID card or passport for foreigners
- A birth certificate
- Applicant's copy of criminal record dated of less than 3 months. 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 a legal entity is involved:
- A copy of the resolution of the Board of Directors or of the shareholders’ meeting agreeing to subscribe to the capital of the company and appointing a representative
- An "Individual notice" form for the representative of the legal person
- A copy of the representative’s criminal record dated of less than 3 months
- A copy of the ID card or passport of the representative
- An economic information note mentioning the incorporation date of the legal entity, the main activities undertaken, the country in which it is situated, the staff employed and the beneficial owner
- An extract from the company register in which the legal entity is registered, indicating its company objects
- In cases involving lease management: the contract or contract agreement
- In cases involving the purchase of an existing business or commercial leasehold rights: the deed of sale or a preliminary agreement to sell
The application for authorisation must be submitted to the Business Development Agency.
The statutory period for review of the application is forty-five days from notification of its eligibility.
Click here to view all the business domiciliation options.
When authorisation has been given the following formalities must be completed:
- Entry of the company in the Trade and Industry Directory
Entry into this Directory follows submission of an extract of the Articles of Association to the General Court Registry and publication in the Journal de Monaco of an announcement of establishment. This is at the expense of the company by intermediary of the Business Development Agency
Entry into the Directory is subject to proof of payment of cash contributions forming the minimum share capital through submission of the certificate of deposit of funds from the credit institution with which an account was opened for this purpose - Registration on the NIS (Statistical Identification Number) Register with Monaco Statistics (Institut Monégasque de la Statistique et des Études Économiques) 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.)
- Declaration of existence of the company to the Tax Services
- Registration of the managers with CAMTI-CARTI
All stages of post-authorisation procedures are described on this document:
Hard copies also available in French, English and Italian at the MBO.
Files
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 :