Monaco law provides for a number of business forms for investors. These include:

Limited Liability Companies

Monaco allows for the formation of two types of limited liability companies:

• The Societe Anonyme Monegasque (SAM), which is a general business corporation
• The Societe a Responsabilite Limitee (SARL), a private company form that was introduced to enable smaller investors to operate in Monaco with increased flexibility and reduced costs

Key aspects of an SAM include:

• Formed by at least 2 shareholders, whose liability is limited to the extent of their contributions to the company
• Must have at least 2 directors, who must be chosen from among the shareholders
• At least 1 director must be resident in Monaco
• Minimum share capital is EUR 150,000 and must be paid in full upon incorporation
• Articles of association must be notarized
• Must appoint a statutory auditor
• Audited annual accounts must be filed annually

Key aspects of an SARL include:

• Formed by at least 2 shareholders, whose liability is limited to the extent of their contributions to the company
• Minimum share capital is EUR 15,000 and must be paid in full
• Shares are not freely transferable and any transfer requires agreement of all shareholders
• A general manager must be appointed, who can be a shareholder but not required
• Articles of association can be drawn up as a private or notarized deed

Partnerships

Monaco allows for the formation of general and limited partnerships, as well as partnerships limited by shares. The following introduces the key aspects of each

Key aspects of a general partnership (societe en nom collectif) include:

• May be formed by a minimum of 2 partners
• Each partner has unlimited liability for the partnership
• No minimum capital requirements

Key aspects of a limited partnership (societe en commandite simple) include:

• May be formed by a minimum of 2 partners, one active (general) and one sleeping (limited)
• Active partners are allowed to manage the operations of the partnership while the sleeping partner is limited to investing in the partnership
• The active partner is subject to unlimited liability while the sleeping partner's liability is limited to their contribution to the partnership
• No minimum capital requirements

Key aspects of a partnership limited by shares (Société en Commandite par Actions) include:

• May be formed as general or limited
• Shares similarities with a limited liability company in terms of structure
• Is managed by a general manager
• It is a rarely used form

Administrative Office or Branch

Monaco allows for companies to establish a presence in Monaco without establishing a formal legal entity. This can be done through an administrative office or branch/agency.

Key aspects of an administrative office include:

• Administrative offices are considered permanent establishments that provide management or coordination services to its parent company or to the group to which it belongs
• They are not considered a corporate entity
• Must be acquire an administrative license that must be renewed
• Subject to tax treatment based on their operating costs

Key aspects of an branch or agency include:

• An authorized representative must be appointed
• Must be authorized by the Minister of State and register with the Register of Trade and Industry

Sole Trader

A sole trade can be established by an individual person in Monaco. The owner of a sole trader is subject to unlimited liability for the business, including risk to personal assets.