LEGAL STRUCTURES IN MONACO

Creating a company in Monaco requires choosing a legal structure that matches your project, business activity, and long-term goals. This decision will directly impact governance, taxation, minimum capital requirements, and administrative obligations.

1. Sole Proprietorship (Activité en Nom Propre – ANP)

The simplest legal form for operating alone, without creating a company.

• Number of individuals involved: 1 (natural person only)
• Minimum share capital: None
• Liability: Unlimited – the owner is personally liable for all business debts
  
  

2. SARL (Société à Responsabilité Limitée – Limited Liability Company)

The most common structure in Monaco.

• Type of activity: Commercial only
• Number of partners: Minimum 2 (natural persons or legal entities)
• Minimum share capital: €15,000 (in cash and/or in-kind contributions)
• Liability: Limited to the amount of capital contributed
• Company name: Free choice, followed or preceded by “SARL”
• Legal reference: Articles 35-1 and following of the Commercial Code
  
  

3. SAM (Société Anonyme Monégasque – Limited Company)

A structure suitable for larger or more complex projects.

• Type of activity: Civil or commercial
• Number of shareholders: Minimum 2 (natural persons or legal entities)
• Minimum share capital: €150,000
• Liability: Limited to the amount of capital contributed
• Company name: Free choice, followed or preceded by “SAM”
• Legal reference: Sovereign Ordinance of March 5, 1895 (as amended)
• Key requirement: A statutory auditor (Commissaire aux Comptes) must be appointed to oversee the company’s financial management
  
  

4. SNC (Société en Nom Collectif – General Partnership)

Less common, but suitable for specific business profiles.

• Type of activity: Commercial only
• Number of partners: Minimum 2 (natural persons or legal entities)
• Minimum share capital: None
• Liability: Unlimited and joint liability
• Company name: Must include the name(s) of the partners
• Legal reference: Articles 27 and following of the Commercial Code
• Key feature: All partners are considered merchants and are jointly liable for debts
  
  

5. SCS (Société en Commandite Simple – Limited Partnership)

A hybrid structure combining active partners and passive investors.

• Type of activity: Civil or commercial
• Number of partners: Minimum 2 (natural or legal entities)

-          1 general partner (trader, jointly and severally liable)

-          1 limited partner (investor, liability limited to their contribution)

• Minimum share capital: No legal minimum (often set in the company’s articles)
• Liability:

-          General partner: unlimited

-          Limited partner: limited to capital contribution

• Company name: Must include the name of one or more general partners and the mention “SCS”
• Legal reference: Articles 30 and following of the Commercial Code
• Key rule: Limited partners may not perform any act of management, even by proxy. If they do, they risk being held liable as general partners.
  
  

6. Civil Companies (Sociétés Civiles)

Often used for real estate or wealth management purposes.

• Number of individuals involved: Minimum 1 (natural person only)
• Purpose: To hold and manage property (typically real estate)
• Liability: Unlimited for all partners

 

Conclusion
Starting a business in Monaco requires a solid understanding of the legal and operational implications of each structure. One Business Office can play a key role in guiding you through these decisions and administrative procedures.