Monaco | Company Registration

Monagesque Commercial Code
Law No 214 of 27th February 1936 (Trusts)
Law No 56 of 29th January 1922 (Foundations)
French Banking Law of 24th January 1984

Societe Anonyme Monegasque - Monaco joint-stock company

Any activity not prohibited by law.

No.

4 weeks from the date all required documents are provided.

The law does not prohibit purchase of already registered companies.

It must not be identical or similar to an existing name.

The name may contain the words "Societe Anonyme Monegasque" or the abbreviations "SA" and "SAM"

The words “Chamber of Commerce”, “Imperial”, “Insurance”, “Principal”, “Royal”, “Trust Company”, “Trustee Company” or other words or phrases having the same meaning may not be used in the Company name without obtaining the appropriate licences and permissions

Memorandum of incorporation, Memorandum of Association, minutes of the first shareholders meeting, confirmation of payment of authorised capital and stamp duty.

Provided by the registered agent and must be located within the administrative territory of the jurisdiction. It is used only for receiving postal correspondence from government authorities.

Share capital consists of shares contributed by the shareholders (owners) of the company to the total capital. It may be expressed in cash or property. Property may be an asset with a real market value. Intellectual property may also be contributed to the company capital provided that the rights to such property may later be transferred to third parties without restrictions. The value of property represented by real estate and contributed to the company capital must be confirmed by a licensed auditor, but may be stated at a lower value at the contributor's request.

The minimum authorised capital is 1 million French francs (approximately 200,000 EURO). One half of the capital must be deposited at the time of registration with a French, Swiss or local bank.

Before company registration it is necessary to pay registration tax on authorised capital in the amount of 1% of the capital.

Ordinary, registered and savings shares with par value may be issued. No-par-value shares are prohibited.

Company shareholders may be legal entities or individuals resident in any country of the world. The minimum number of shareholders is two. If one person becomes the shareholder of a private company, liability for payment of debt or compensation of losses will be unlimited and will apply to all assets of the shareholder.

Directors of the company may only be individuals resident in any country of the world. The minimum number is two directors; at least one director must be a resident of Monaco and has all powers except those within the exclusive competence of shareholders (determined by the memorandum, articles of the company and/or law).

Annual meetings of shareholders (owners) must be held. The place and time are chosen by the shareholders independently. The legitimacy of the general meeting of shareholders is confirmed by the presence at the meeting of all shareholders (owners) of the company. For joint-stock companies it is mandatory to hold a shareholders meeting within the first 4 months after the end of the financial year.

Each company is required to maintain current accounting capable of showing all transactions carried out by the company during one financial year so that there are no obstacles to determining the current financial position of the company. The accounting report contains a consecutive and daily record of all sums of money received or sent, a record of the amount of liquid assets, the size of shareholders’ interests and their total amount. Reports must be kept at the stated legal address and must be available to financial control authorities. All companies are required to conduct an annual audit of financial activities.

Company name, registered office, names and addresses of directors and shareholders, number of allocated shares, their value, authorised capital, accounts payable.

The Principality of Monaco is not, in the traditional sense, a jurisdiction with preferential taxation (income tax is 35%). If more than 25% of a company’s income comes from foreign sources, such income is taxed in the jurisdiction of the principality; however, there are a number of conditions allowing taxation costs to be significantly reduced

First of all, the principality gained popularity among well-known entrepreneurs and world show-business stars due to zero rates of personal income taxation for residents of the principality. The only exception is French citizens, who in all cases are required to pay taxes to the French government in Monaco

Provided that the assets of a legal entity form dividends of an individual, company income converted into dividends is excluded from the taxable base

The income tax rate may be reduced for newly created companies where less than 15% of the shares are owned by other legal entities:

0% during the first two years
8.33% in the third year
16.33% in the fourth year
25% in the fifth year and thereafter

Trusts registered in Monaco have an attractive tax regime for property placed in trust management - on establishment of a trust, 1.3%, 1.5% or 1.7% of the total value of the property transferred to management is paid, depending on the number (1, 2 or 3) of beneficial owners. The fee is reduced to 0.25% - 0.45% if the property managed by the trust is located in the principality. Thereafter the trust pays 0.2% annually of the total value of the property

Constitutional documents, register of shareholders.

Anyone wishing to stay in Monaco for more than 3 months for the purpose of carrying out business activity must apply for a residence permit. In most cases the applicant must personally attend an interview at the police department and provide evidence of financial support for both themselves and family members for the entire period of residence. The applicant must also have a reputation as a law-abiding citizen, confirmed by a certificate from the criminal register (database of court penalties) of the country of residence
A residence permit is generally processed within 45 days from submission of the required documents and is issued for 1 year with further renewal during the next two years. Thereafter the residence permit is granted for 10 years, and after expiry of this period the resident is entitled to obtain citizenship of the Principality of Monaco. Preference is given to people with consistently high incomes and who have not been suspected of involvement in criminal offences.

The law does not restrict the company in its choice of banks or the countries where they are located, or the total number of accounts required for its own business needs. The law protects the confidentiality of information about the company's banking operations.