Law n°1.550 of August 10th 2023 amending provisions of the laws on the fight against money laundering, terrorism financing and the proliferation of weapons of mass destruction was published in the Journal de Monaco on August 11th 2023 (the “Law“).
The purpose of the Law is to amend legislation, notably Law n°797 of February 18th 1966 relating to civil companies, with the aim of improving transparency and control over this type of companies.
As a preliminary remark, please note that regulatory provisions are awaited for a full implementation of the Law, as well as its date of entry into force, fixed at the latest on September 30th, 2023.
For more general information on the Law, please see our previous note:
Firstly, please note that the registration of a civil company in the Special Register of Civil Companies (the “Register“) must take place within one month of its registration with the Tax Administration, as opposed to previously two months from the date of its incorporation.
Registration after the deadline is refused, resulting in the authorisation lapsing, where necessary, and the file being closed without further action. The application for registration of a civil company contains, for its inadmissibility, should contain the elementary information of the company together with supporting documents. The list of said documents will be determined by Sovereign Order.
Prior to the entry into force of the Law, any articles of association or amendment thereto, any share transfer or constitution of usufruct relating to the same obligations that were not duly registered in Monaco within the legal time limits would imply the deed to be deemed null and void. This legal consequence has been removed by the Law. The Sovereign Order yet to be published may provide further clarification in this matter.
A major contribution of the Law is the creation of a new procedure for early dissolution, without liquidation, for civil companies that are not subject to administrative authorisation and that have no assets or debts, for their striking off from the Register, by means of a simple declaration to the Director of Economic Development.
The Law’s second major contribution is that “elementary information” relating to civil companies is to be accessible to the public by means of an extract from the Register, which is likely to be more detailed than before, with the proviso that the procedures for issuing the extract and the elementary information contained therein have yet to be determined by Sovereign Order, which will be the subject-matter of another note.
Moreover, an annual declaration of business continuity and confirmation of the company’s elementary information, the details of which will be specified by Sovereign Order, will henceforth be required from civil companies, subject to automatic striking off from the Register following formal notice from the Director of the Economic Development Department, which remains unsuccessful for a period of one month.
As regards the accounting obligations of civil companies, accounting documents and all related supporting documents must be kept at the registered office of civil companies for a period of ten years, compared with five years previously.
Lastly, the Law includes new general provisions relating to the supervision of civil companies, the audits that may be carried out by the Monegasque authorities, and the criminal and administrative penalties incurred in the event of breaches of the provisions of the Law.
Our team remains at your disposal to assist you and answer your questions on the matter.
 This period is extended to two months if an administrative authorisation is required for the company’s incorporation;
 The said deadlines may be extended by the Director of the Economic Development Department (“Direction du Développement Economique”) on the basis of a reasoned and justified request;
Re-registration with the Register is nevertheless possible after regularisation and payment of a double fee.