Company registration in Monaco

As a diminutive principality in Southern Europe, Monaco has earned acclaim for its advantageous fiscal policies and stringent confidentiality, thereby enticing entrepreneurs and investors from various continents. Monaco's legal infrastructure, closely integrated with French law, provides a stable and predictable environment for conducting business. This renders the principality an appealing jurisdiction for company registration, particularly for those seeking to fortify their presence in the European market.

The stability, security, and strategic location of Monaco foster its role in international business as a favored jurisdiction. Implementation of foreign investment attraction policies has bolstered Monaco's position as a reliable financial hub.

This article is aimed at a thorough examination of the process for registering companies in Monaco, encompassing the choice of legal structures and crafting of pertinent paperwork. Taxation policies and banking solutions are also outlined. Additionally, the role of enrollment authorities and peculiarities of legislative regulation of corporate operations will be examined.

Economic profile and business climate of Monaco

Economy of Monaco has exhibited substantial expansion in recent years, bolstering the principality's appeal for business formation. In 2022, Monaco's Gross Domestic Product (GDP) climbed to 8.34 billion euros, reflecting an 11.1% year-on-year increase from the prior year's 7.29 billion euros. Following a remarkable 21.9% upswing in 2021, the economy sustains robust growth trajectories, accounting for inflationary pressures.

Since 2013, Monaco's GDP has surged by almost 50%, significantly outpacing France's modest 10% growth and the global average of 27%. Such sustained expansion renders Monaco an enticing jurisdiction for corporate establishment, particularly considering its stable economic environment.

The key drivers of the GDP stem from the following industry segments: research and technological operations, managerial and assistance roles, fiscal and assurance pursuits, and bulk trade. Notably, in 2022, these sectors collectively contributed nearly half (49.1%) of the economic value created within the jurisdiction.

A key metric gauging Monaco's economic health is GDP per capita, which surged to €91,353 in 2022, reflecting an 8.2% year-on-year increase. GDP per employee, a proxy for economic productivity, reached €137,831, signifying a 6.8% growth. These benchmarks underscore the robust efficiency of Monaco's economy and cultivate a favorable environment for business formation.

Strategic advantages of doing business in Monaco

• Attractiveness of the tax system

Thanks to its advantageous tax system, Monaco is an attractive jurisdiction for establishing a company. Profit tax exemption for firms generating over 75% of their revenue within the country constitutes a significant incentive. For businesses operating on an international scale, tax rates also represent a competitive advantage. Additionally, Monaco's absence of inheritance or gift taxes among close relatives residing in the principality fosters a favorable environment for family enterprises and major multinational corporations.

• Political stability and economic security

The Principality of Monaco is renowned for its political stability, fostered by the longstanding governance of the princely dynasty and robust political institutions. This stability critically bolsters economic reliability and predictability in the business environment, which is paramount for foreign investors and entrepreneurs seeking to establish a presence in Monaco. Confidence in legal protection and political stability enables companies to concentrate on their development and growth.

• Confidentiality and information security

Monaco's outstanding advantage lies in its high level of confidentiality and protection of corporate data. The principality's legislation ensures reliable safeguarding of personal and business information, making Monaco the optimal destination for establishing entities requiring secrecy in operations and management of financial data. This is particularly crucial for banks and private investment organizations.

• Infrastructure and Availability

Monaco distinguishes itself with its advanced infrastructure and excellent transportation links, facilitated by its proximity to international airports in Nice and Marseille, thereby facilitating logistics and mobility. The Principality also offers premium office spaces and modern telecommunication and IT systems, crucial for companies in the technology and international trade sectors. Establishing a company in Monaco provides access to high-quality business services and leading global financial institutions, expanding horizons for international business and investment.

• Attractive to highly qualified specialists

Monaco attracts highly skilled talents by offering a high standard of living, excellent social programs, and a favorable tax regime. This fosters a conducive atmosphere for attracting and retaining talented specialists, which is a key element of any company's success. By registering a company in Monaco, one can leverage these advantages to strengthen the team with highly professional employees, thereby supporting innovation and sustainable business development.

These strategic advantages position Monaco not only as a haven for capital preservation, but also as an active business arena, where companies have the opportunity to thrive and expand within a sustainable, secure, and conducive business environment.

Promising economic sectors for starting a business in Monaco

Monaco offers unique prospects for entrepreneurs in several key economic sectors, contributing significantly to the principality's GDP, constituting nearly half (49.1%) of the wealth generated within its borders. These sectors underscore the strength and diversity of Monaco's economic foundation, rendering it an appealing destination for business initiation and expansion.

Scientific and technical activities

This sector encompasses a broad spectrum of disciplines, including research and development in biotechnology, information technology, and environmentally friendly technologies. Monaco actively fosters innovation and offers various forms of support for startups and research companies, making it an ideal location for enterprises aiming for technological advancement and sustainable development.

Administrative and related services

This sector, encompassing services from legal assistance and consultations to real estate management and business process support, plays a pivotal role in facilitating the day-to-day operations of both local and international enterprises in Monaco. Its high level of professionalism and adherence to international standards render this sector appealing to organizations seeking to enhance their operational efficiency.

Financial and insurance activities

Monaco is renowned for its sophisticated financial sector, encompassing banking, insurance, and investment management. A stable economic environment and advantageous tax system render Monaco an enticing locale for financial institutions, offering unique opportunities for establishing entities specialized in financial services. The principality's banking sector, in particular, is attractive for private banking and asset management, affording a high level of confidentiality and quality service.

Wholesale

Due to its strategic location on the French Riviera, Monaco serves as a crucial trade hub for wholesale commerce encompassing luxury consumer goods, professional equipment, and other vital import and export commodities. This sector offers extensive opportunities for companies seeking engagement in international trade and logistics.

Each of these sectors not only contributes to the economic development of Monaco but also provides numerous opportunities for international investors and entrepreneurs seeking to establish their enterprises in the jurisdiction of Monaco, which supports innovation, offers financial incentives, and ensures a high level of corporate services. Registering a business in one of these promising sectors will allow companies to leverage the unique advantages provided by Monaco for their growth and prosperity.

Basic legal forms of business in Monaco

Monaco offers various legal business structures suitable for a variety of activities and investment strategies. The choice of a specific form depends on the characteristics of the business, the required level of legal liability, tax strategy, and the need for investment attraction.

Basic company forms available for registration in Monaco

Limited Liability Company (SARL)

SARL represents the most prevalent legal structure for small and medium enterprises in Monaco. This juridical entity entails limited liability for founders, restricted to the extent of their contributions to the share capital. Establishing a SARL is optimal for family-owned businesses or emerging enterprises, as it requires a minimal share capital of 15,000 EUR and can be founded by one or multiple participants, whether natural or legal persons. This framework streamlines governance procedures and furnishes robust protection for owners' private assets.

Joint Stock Company (SAM)

SAM is ideally suited for large-scale projects and companies in Monaco requiring significant capital investment and contemplating offering their shares to a wide range of investors. Founding a SAM is possible with a minimum capital of €150,000. This legal form necessitates at least two shareholders and allows shares to be transferred to new owners or sold, enhancing flexibility in capital attraction and income distribution. SAM's governance framework is more complex, necessitating the designation of a board of directors and requiring annual general meetings for shareholders.

General Partnership (SNC)

SNC in Monaco represents a partnership entity founded by a minimum of two subjects, possessing unlimited joint liability for the business obligations within this jurisdiction. This form is optimal for professional services necessitating close collaboration and shared management. Registering such a company implies tighter relations between partners and demands a high degree of trust and mutual understanding.

Limited Partnership (SCS)

The structure in Monaco known as SCS distinguishes participants into two types: limited partners, who provide capital without engaging in management, and general partners, responsible for the management of the company and bearing full liability. This framework appeals to investors seeking to limit managerial responsibilities while retaining the right to a share in profits.

Individual entrepreneur

This is the simplest and least costly form for launching a business in Monaco, ideally suited for a sole proprietor wishing to promptly commence operations without establishing a legal entity. An individual entrepreneur (IE) does not require initial capital, but the entrepreneur bears full personal liability for the company's activities.

Branches of foreign companies

Branches and representative offices enable foreign companies to expand their operations in Monaco without establishing a separate legal entity. This facilitates the maintenance of a unified corporate policy and facilitates the management of international operations. The establishment of a branch is often utilized by multinational corporations to conduct commercial activities within the territory of Monaco while maintaining legal ownership by the parent company.

Each of these company types possesses unique characteristics and is selected in accordance with the specific requirements of the activity. To register a company in Monaco, it is necessary to carefully plan this process, taking into account local legislative norms, in order to fully realize the available opportunities.

The process of registering a company in Monaco

The establishment of an enterprise in Monaco entails a multifaceted process, demanding meticulous planning and strict adherence to local laws and regulations. Here is a comprehensive guide outlining the stages of registering a company in this jurisdiction:

Step 1: Determining the legal form and choosing a name

The initial step towards establishing a company in Monaco involves determining the appropriate legal structure (such as SARL, SAM, SNC) and conducting a uniqueness and compliance check on the chosen name. The name must not have been previously utilized or registered by another entity in Monaco.

Step 2: Preparation of constituent documents

The following entails the drafting of founding documents, including the company's articles of association and memorandum of association. These documents must encompass comprehensive information regarding the company's name, address, scope of activities, as well as details about directors, shareholders, and share allocation.

Step 3: Certification of documentation by a notary

All founding documentation must be notarized in Monaco. The notary verifies the papers for compliance with legislative requirements and prepares them for registration.

Step 4: Creating a corporate account and crediting authorized capital

Before filing an application for registration, it is imperative to establish a corporate account with one of the financial institutions in Monaco and deposit the authorized capital therein. Subsequently, the bank shall furnish confirmation of the capital deposit, requisite for enterprise enrollment in Monaco.

Step 5: Registration of documents at the registration service

Upon completion of document notarization and share capital allocation, a comprehensive filing with the Monegasque registry service is mandatory to achieve formal company incorporation. This filing package should encompass notarized duplicates of the core documents, verification of share capital allocation, and the associated registration fee.

Step 6: Pay the registration fee

During the process of submitting documents for business registration in Monaco, a registration fee is required. The magnitude of this fee is determined based on the type of legal structure and the amount of authorized capital.

Step 7: Waiting for approval and receiving registration documents

Following due diligence on submitted documents and receipt of the mandatory fees, the Monegasque registration authority will issue a certificate of incorporation. This document serves as official recognition of the company's legal status.

Each of these stages requires meticulous attention and compliance with local legislative norms. It is recommended to seek assistance from the specialized company TK DEAL to ensure the accuracy and legal correctness of the process of establishing an enterprise in Monaco.

A set of documents for establishing a company in Monaco

The successful registration of an enterprise in Monaco will necessitate the compilation and submission of a bespoke set of documents. Meticulous drafting and preparation of these documents are critical, as errors could significantly delay the establishment process or even serve as grounds for registration refusal.

List of main documents for creating a company in Monaco:

• Charter of the enterprise (Statuts)

The statute should encompass the comprehensive official appellation of the organization, the address of its legal registration, the spheres of activity, the volume of authorized capital, information regarding shareholders and administrators, as well as particulars pertaining to the distribution of shares and managerial prerogatives.

• Memorandum of Association (Acte de fondation)

This document supplements the statute by describing the conditions under which the organization was founded, including information about the founders and their initial investments.

• Certificate of good conduct (Extrait de casier judiciaire)

A certificate confirming the absence of a criminal record for all founders and directors of the Monégasque company.

• Copies of passports of all shareholders and directors.

Copies must be certified by a notary or the appropriate government agency.

• Proof of address

An official document confirming the company's legal address in Monaco. There may be a lease agreement or proof of ownership.

• Certificate of contribution of authorized capital

Official confirmation from the bank that the required authorized capital has been deposited into a special account. The document must be issued by a bank in Monaco.

• Enrollment fee

Confirmation of payment of the state fee for registering a company in Monaco.

• Letter of nomination of directors (Lettre de nomination des dirigeants)

A document containing the names and details of the company's appointed directors.

These documents form the basis for registering a company in Monaco and must be prepared with the utmost care to meet the strict requirements of the authorities.

Functions of business registration authorities in Monaco

The establishment of a company in Monaco implies active collaboration with a range of key governmental bodies, each playing a pivotal role in ensuring compliance with legislative and regulatory requirements.

Companies House (Direction de l'Expansion Economique)

This body oversees the registration of all forms of commercial activity in Monaco. The registration service conducts scrutiny of all submitted documents for compliance with local laws and regulations. It also issues official registration certificates, confirming the legal status of enterprises within the principality. These documents are requisite for commencing commercial operations, opening corporate bank accounts, and undertaking other legal processes.

Notary Office Monaco

Notaries in Monaco play a pivotal role in the incorporation process, attesting to the fundamental founding documents and validating the identities of founders and executives. Notarial certification of founding documents is a mandatory requirement as it ensures the legality of the documents and their compliance with Monaco's legislation.

Ministry of Finance and Economy

This government agency serves as a regulatory and supervisory body within the economic landscape. The Monégasque Ministry of Finance and Economy ensures that corporate operations align with the principality's established economic objectives and policies. The body also plays an active role in the process of issuing specialized licenses and permits necessary for engaging in certain business activities.

Economic Research and Statistics Service

Although IMSEE does not directly participate in the company registration process in Monaco, this entity provides critically important economic data and statistics. This information can be utilized by enterprises for market analysis and planning their activities in Monaco. IMSEE plays a pivotal role in data collection and processing, aiding new companies in making informed decisions regarding business management.

Awareness of the functions and powers of these institutions enables entrepreneurs to navigate the process of registering a company in Monaco more effectively, ensuring compliance with all necessary procedures and requirements.

Register of Commerce and Industry in Monaco (RCI)

The Trade and Industrial Register (RСI) in Monaco plays a significant role in the incorporation process of enterprises, providing the legal framework for all commercial activities, non-trading companies, and economic interest groups in the principality. This registry serves as an authorized archive and is essential for verifying adherence to all legal requirements concerning the establishment and operation of businesses in Monaco.

Functions and powers of the Register of Commerce and Industry (RCI):

• Registration of activity. The establishment of a firm in Monaco necessitates mandatory enrollment in the RCI, affirming compliance with all local legislative requirements for commencing operations.
• Confirmation of compliance. RCI verifies that all requisite legal formalities pertaining to the establishment and operation of the organization, as well as permits for employment and company advertising, have been adhered to.
• Access to the registry. Through RCI, one can obtain access to certified information about any registered company, such as downloading an extract from the registry, access to which is available online 24/7 via a computer, tablet, or smartphone.
• Making changes. Any alterations to the data of this company, such as address modifications, branch registration, updates, or removal of information from the registry, necessitate corresponding modifications in the Trade and Industrial Registry. This ensures the currency and accuracy of data reflecting the actual state of affairs in the firm.

NIS Registry in Monaco

Monaco's Statistical Identification Registry (NIS) plays a pivotal role in the establishment of businesses and other economic participants. Managed by the Monégasque Institute of Statistics and Economic Studies, this registry issues a unique identification code to each economic entity when it is established.

Main functions of the NIS Register:

• Assignment of a unique identification number

New companies in Monaco are given a unique NIS number, previously known as the DSEE number or VAT code, necessary for all official operations and registrations.

• Classification of economic activities

The NIS includes the NAF code (2008 edition), an alphanumeric code for each entity's main activity based on French economic categorization, used solely for statistics.

Enrollment process in the NIS Register:

• Registration of activities in the Commerce and Industrial Registry

Before you can establish a company in the NIS registry, you should register your company with the Monaco Register of Commerce and Industry (RCI). This confirms the legal basis for the operation of the enterprise.

• Provision of a distinct NIS identification number

After registering with the RCI, entities need a distinctive NIS number provided by Monaco Statistics to streamline interactions with bureaucratic entities.

Using NIS for official procedures

The NIS number is essential for multiple managerial duties, including getting a phone line from Monaco Telecom, setting up an electricity supply agreement with SMEG, and opening a banking account.

Changing data in the NIS Register

If your company's primary corporate needs to realign and an update is required for your NAF code, you can submit a change request to Monaco Statistics. Please provide them with your company's legal trademark, RCI registration number, and the changes you would like made in order to speed up the process.

Deregistering an entity from the NIS Registry

Contact the Monaco Chamber of Commerce and Industry to exclude an entity from the NIS Monaco Statistics database.The importance of the NIS as the fundamental framework for accelerating company registration and governance in Monaco is emphasized by this procedure. It ensures that dependable data analysis is provided and enforces strict administrative oversight for companies operating inside the principality.

Regulatory regulation of business activity in Monaco

The principality of Monaco has a complex and highly developed system of legislation governing commercial activities. These laws and regulations are designed to provide a clear, fair and transparent business climate, which is essential for any business planning to establish a company in this principality.

Laws and regulations governing business in Monaco

Code de Commerce ‒ Commercial Code

The Commercial Code of Monaco delineates the fundamental facets of commercial activities, encompassing the rights and obligations of traders, types of trading enterprises, business transactions, and other commercial agreements. It serves as the primary legal framework for all forms of business within the principality.

Loi n° 1.144 concernant l'exercice de certaines activités économiques et juridiques ‒ Law on the implementation of certain economic and legal activities

This law delineates the procedures for the establishment and progression of enterprises in Monaco, stipulating requirements for registration, taxation, and other pivotal facets of business. The legislation also incorporates provisions for the support of small and medium-sized enterprises.

Loi n° 1.338 du 7 Septembre 2007 sur les activités financières – Law on financial activities

This law establishes norms and standards for the provision of financial services in Monaco, encompassing areas such as banking, lending, insurance, and investment management. Additionally, it incorporates provisions aimed at combating money laundering and the financing of terrorist activities.

In addition, starting a business in Monaco requires strict compliance with local labor laws, including regulations on working hours, minimum wages and working conditions.

Taxation and financial obligations in Monaco

The principality is renowned for its attractive tax regime, particularly favorable to businesses, rendering it a sought-after jurisdiction for company incorporation. Key facets encompass profit tax exemption, corporate income tax, VAT, as well as audit requirements and annual reporting obligations.

Exemption from income tax

Monaco boasts a zero-percent corporate income tax regime for businesses generating revenue domestically. This translates to a highly attractive location for entities focused on internal operations or asset administration within the country. An exemption from profit tax extends to all corporations, with the only exclusion being those that generate over 25% of their revenue from endeavors beyond Monaco.

The characteristics of the corporate income tax

Corporate income tax is imposed in Monaco on commercial and industrial firms that get more than 25% of their revenue from outside markets. In recent years, there has been a gradual decrease in the effective tax rate.

• For fiscal years ending before January 1, 2019, 33.33%;
• 31% starting January 1, 2019;
• 28% starting January 1, 2020;
• 26.5% starting January 1, 2021;
• 25% starting January 1, 2022.

When all expenditures have been paid, profits that remain are subject to taxes in Monaco, including compensation for directors, executives, and entrepreneurs who directly oversee the day-to-day operations of the business.

VAT and other taxes

In Monaco, VAT is implemented following guidelines similar to those of the EU, yet its application is limited due to the exemption of most goods and services from VAT.

Audit and annual reporting

Business entities registered in the principality are required by law to maintain comprehensive financial documentation and submit yearly financial statements. The audit requirements depend on the scale and scope of a company's activities. Businesses with revenues below specified limits (3.5 million EUR set for service-oriented activities, and 7 million EUR designated for other business sectors) are allowed to use simplified reporting criteria.

Companies engaged in scientific research may avail themselves of a tax credit for R&D expenditures, thereby mitigating their tax burden commensurate with the extent of such investments.

Special tax incentives

Recently established enterprises in Monaco fall under corporate revenue taxation are entitled to benefits:

• Exclusion from corporate taxation during the initial two-year period.
• The profit tax for the third year is determined at a rate of 25% of the revenue.
• For the fourth year - with 50% profit.
• In the fifth year - with 75% profit.
• In the sixth year - with 100% profit.

These initiatives enhance attractiveness for investors and support startup development, fostering economic progress and innovative activity in Monaco.

Financial services for corporate clients in Monaco

As an international financial hub, Monaco offers a diversity of financial services tailored to corporate clients, ensuring high professionalism and compliance with international standards.

The banking system in Monaco encompasses private banks, commercial banks, and specialized financial institutions offering a comprehensive range of services from corporate banking to asset management and private banking. Its low tax burden and stringent confidentiality transform Monaco into an enticing nucleus for financial amenities.

The full range of banking services for corporate clients in Monaco includes:

• Opening corporate accounts: is a critical step for any organization, enabling daily financial transactions, monitoring organizational finances and ensuring transparency of transactions.
• Corporate finance: covers loans, overdrafts and other financial support to support the growth and development of businesses in Monaco.
• Asset management: financial institutions provide services to optimize companies' investments, facilitating sustainable capital growth.
• Investment support: consulting for corporate clients on investment strategy, market analysis and investment portfolio management.
• International Banking: supports international commerce, including foreign exchange, trade finance and bank guarantees.

How to open a business account in Monaco

Opening a corporate entity in Monaco begins with choosing the bank that best suits your company's needs. The process usually includes the following steps:

1. Preparation of documents. Prepare the necessary documents, including the company's articles of association, company registration documents, directors' passports, proof of the company's registered address and a detailed description of the business.
2. A face-to-face interaction at the financial institution is typically mandated to finalize the account establishment process. Throughout this in-person meeting, the bank may necessitate supplementary details regarding the company and its principals.
3. Submission and verification of application. Once all required documentation has been submitted, the bank will conduct a review to assess risk and compliance.
4. Account activation. Once the application is approved, the bank will activate the business account.

Top 3 large banks in Monaco:

• Banque de Monaco, a leading financial institution offering a comprehensive range of banking services for corporations, including asset management, corporate financing, and private banking services.
• The Compagnie Monégasque de Banque offers bespoke banking solutions, encompassing corporate loans, portfolio management, and private banking services tailored to corporate clientele.
• Crédit Mobilier de Monaco specializes in investment banking, offering services related to mergers and acquisitions as well as financial consulting.

Conclusion

Setting up a business entity in the Monégasque state presents an attractive proposition for entrepreneurs seeking to amplify their global footprint. This jurisdiction fosters a favorable environment for commercial operations, driven by economic stability, a tax regime offering significant benefits, and robust safeguards surrounding personal data. The diversification of the economic sectors holds particular importance, as it unlocks a multitude of investment opportunities across a wide spectrum of industries, encompassing finance and wealth management, in addition to retail commerce and the professional services sector.

Streamlining investor onboarding through a meticulous and efficient company formation process, Monaco fosters a swift launch environment. The principality's robust banking system acts as a cornerstone of support for its corporate clientele, offering a full spectrum of financial services that propel sustained business expansion and development.