Law n°1.550 of August 10th 2023 amending legislative provisions on the fight against money laundering, terrorism financing and the proliferation of weapons of mass destruction, has been published in the Journal on August 11th 2023 (the “Law“).
This is the second text of the legislative reform the purpose of which is adapting Monegasque texts to the recommendations of the report drawn up by the MONEYVAL Committee, published in December 2022.
As preliminary remark, please note that various regulatory provisions will be published to further implement the terms of the Law, as well as its date of entry into force, fixed for the latest on September 30th2023 (except for some provisions, entering into force immediately).
It amends, in depth, laws n°721 of December 27th 1961 relating to the Trade and Industry Registry (“Répertoire du Commerce et de l’Industrie”), n°797 of February 18th 1966 relating to civil companies, which will be the subject of a separate which will be published shortly, n°1.355 of December 23rd 2008 relating to associations and federations of associations, n°56 of January 29th 1922 relating to foundations, and other miscellaneous provisions.
The Law relates the legal framework for measures that may be taken to ensure that elementary information remains up to date in the registers kept by the Economic Development Department (“Direction du Développement Economique”) and the Interior Department (“Département de l’Intérieur”), as well as the extended access by the competent authorities to elementary information on ultimate beneficial owners, and the control of legal entities.
For more information on Law n°1.549 of July 6th 2023, first part of this important legislative reform, please see our previous note:
Regarding amendments relating to ultimate beneficial owners and the persons designated as the one in charge of elementary information and the one in charge of information on ultimate beneficial owners, we invite you to reed our note on this subject:
- As regards to the updating procedures for the information in the different registers:
In general, new information are now automatically included in the various repertoires and registers kept by the Economic Development Department (“Direction du Développement Economique”) and the Interior Department (“Département de l’Intérieur”). The Civil Code now sets out the mandatory information that must be included in the company’s articles of association, with these provisions coming into force immediately as from August 12th 2023. The legal persons information conservation periods have also been extended to ten years.
Commercial companies must now register with the Trade and Industry Directory (“Répertoire du Commerce et de l’Industrie”) within two months of the issue of the receipt for the declaration of activity or, the administrative authorization to operate. This period is of one month for the registration of civil companies in the Special Register of the Trade and Industry Registry (“Répertoire du Commerce et de l’Industrie”), and two months if the creation of the company is subject to administrative authorization.
In the same time, the legal person notifies the relevant register department, the identity of the persons designated as responsible for elementary information and for information on ultimate beneficial owners. For associations and federations of associations, this notification is made to the Interior Department (“Département de l’Intérieur”). For foundations, it is made to the General Secretariat of the Government (“Secrétariat Général du Gouvernement”).
Civil companies must confirm each year, in the month following the anniversary date of their registration in the special register, the continuation of their activity, as well as their elementary information. If they fail to do so, after official reminder remained unanswered within one month, they will be struck off the special register of civil companies following a formal notice issued by the Director of Economic Development Department (“Directeur du Développement Economique”). Re-registration is possible, subject to regularisation and payment of a double fee.
A procedure has been set up to enable early dissolution, without liquidation, of civil companies with no assets or debts, in order to strike them off from the related register.
- As regards access and control of information contained in the registers by competent authorities:
Elementary information and information on the beneficial owners of commercial or civil companies, associations, federations of associations or foundations will be made available to the public within extracts delivered by the different registers, under conditions to be determined by Sovereign Ordinance, still to be published.
Similarly, this information will be fully accessible to certain specific authorities, for commercial or civil companies, associations and federations of associations, and foundations.
In order to ensure that the provisions of the Law are complied with, a control may be carried out. It is first carried out on a documentary basis. If it is unsuccessful, it is then carried out on site.
In the case of activities subject to professional secrecy, this secrecy cannot be invoked against the authorities.
As regards administrative penalties, a formal notice is sent, with a 30-day deadline for the professional to make observations. Following this deadline, the professional may be sanctioned with an administrative fine ranging from €1.000 to €5.000, depending on the legal person in question. The quantum of these penalties increases if the matter is not subsequently rectified.
New criminal penalties are now provided for in the event of failure to comply with the provisions of the various laws amended herein, for both natural and legal persons.
Our team remains at your disposal to assist you and answer your questions on the matter.