Ordinance n° 10.117 of September 21st 2023 as amended by Ordinance n° 3.573 of May 11st 1966 implanting Law n° 797 of February 18th 1966 on civil companies, amended, was published on September 22nd 2023 in the “Journal de Monaco” (the “Ordinance”).
The Ordinance, which came into force on September 25th 2023, amends the chapter on access to basic information relating to civil companies and introduces a new internal register for companies.
The purpose of the Ordinance is to make public certain basic information contained in the special register relating to civil companies. The basic information is accessible to the public by means of an extract from the special register. .
The Ordinance aims to bring greater transparency to civil companies, by making public some personal information such as the surname, forenames, date and place of birth, nationality(ies) and home address of each person authorised to administer, direct, manage or bind the company.
In the case of legal entities, their name or corporate name, their legal form, the address of their registered office, their number and place of registration in a public register and the full name of their permanent representative.
Other information about the company will also be included in this extract. This includes the date of incorporation of the company, its date and number of entry in the register; its legal form; its name or corporate name followed, where applicable, by the acronyms used; its corporate purpose; its duration; the address of its registered office and, where applicable, the address of its secondary establishment or ancillary premises in Monaco; the amount of its share capital; the date of the end of its financial year; proof of incorporation of the company.
This Ordinance also includes a new register, internal to the company, called the “register of members or shareholders of the company“. Article 16 of the Ordinance details the information to include.
“This register of the company’s members or shareholders must include their surname, usual name, nickname or pseudonym, first names, date and place of birth, nationality(ies), home address and family situation and, where applicable, their marital status, as well as their contact details.
Where these members or shareholders are legal entities, the register of members or shareholders shall include their name or corporate name, their legal form, the address of their registered office, their number and place of registration in a public register, as well as their surname, common name, nickname or pseudonym, first names, date and place of birth, nationality(ies) and home address :
- persons with the power to administer, direct, manage or bind them on a regular basis with regard to third parties, or their equivalents under foreign law;
- the permanent representative, where his appointment is provided by law or
The register also indicates the number of shares held by each member or shareholder, the categories of shares, the corresponding numbering of the shares and the voting rights attached thereto.
This register must contain all the supporting documents needed to establish the accuracy of the information contained therein.”
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September 29th, 2023.