Below you will find the latest information on non-trading companies, from their formation to their liquidation.
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Entry in the special register kept by the Registre du Commerce et de l'Industrie department
From now on, the application for entry in the Special Register must contain the following basic information:
- Legal form of the company ;
- Company name, followed by acronyms;
- Corporate object;
- Duration of the company's existence in accordance with the articles of association;
- Address of registered office, secondary establishment or ancillary premises;
- Date of incorporation;
- Date of registration of the articles of association with the Direction des Services Fiscaux;
- Amount of share capital;
- Financial year end;
- Identity (surname, first name, date and place of birth, nationality, address and marital status) of each manager. For a legal entity: name or corporate name, form, address of the registered office, number and place of registration in a public register, and identity of the representative;
- Identity of each partner. For a legal entity, idem;
- Name of the credit institution where the bank account has been opened, if applicable;
- The status of the business, including its start date.
In addition to the documents already required at the time of registration (passport and proof of address less than three months old), the following documents must be provided for the partners and the managing director:
- a completed individual information form available online on the Monaco Government website or from the DDE;
- only for directors domiciled abroad, an extract from the criminal record dated less than three months, issued by the judicial or administrative authorities of the country where the applicant is domiciled, or a signed affidavit of non-conviction (see new article 5-1 of Law no. 797).
These documents are already required when registering a commercial company with the RCI.
The procedure for registering a non-trading company with the RCI has therefore become much more complex.
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Communication of the identity of the persons designated as responsible for basic information and responsible for information relating to beneficial owners
When registering, non-trading companies must appoint a person responsible for basic information and a person responsible for information relating to beneficial owners.
Where the manager, one of the partners or even an employee of the company is resident in Monaco and the non-trading company holds a bank account with a Monegasque institution, the function of the person responsible for basic information and the person responsible for information relating to beneficial owners may be carried out by the manager, partner or even an employee of the company who is resident in Monaco.
Non-trading companies that do not have a deposit account with a credit institution in Monaco must appoint one or more of the following persons to be responsible for basic information and information on their beneficial owners: Corporate Service Provider, Legal Counsel, Multi Family office, Chartered Accountant, Notary or Lawyer.
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Retention and updating of basic information
Non-trading companies are required to obtain, keep and update basic information and the corresponding supporting documents for a period of 10 years after ceasing to be customers of the bodies and persons referred to in article 1 and 2 of law no. 1.362 of 3 August 2009, as amended.
This information must be kept at the company's registered office or, failing that, with one of the following Monegasque professionals: Corporate Service Provider, Legal Counsel, Multi Family office, Chartered Accountant, Notary or Lawyer.
This information must be accessible on request, and within the timeframe they determine, to authorised agents of the Economic Development Department, to the Monegasque Financial Security Authority, to authorised personnel of the judicial authorities, judicial police clerks of the Public Safety Department, authorised agents of the seized or confiscated assets management department of the Judicial Services Department.
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Retention of accounting documents
Accounting documents and the corresponding supporting documents must now be kept at the registered office of non-trading companies (Monaco) for 10 years.
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Annual declaration
Every year, within one month of the anniversary date of its entry in the register, all non-trading companies must confirm that they are continuing in business.
A form should be set up by the DDE.
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Notification of bank account closure
Any decision to close an account at the initiative of the non-trading company or the credit institution must be notified to the RCI department, at the request of both the non-trading company and the credit institution, within 30 days of the decision.
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The « new » RCI extract
Basic information is now available to the public by means of an extract from the special register.
The RCI extract will contain the following information: date of incorporation, date and registration number, legal form, company name, corporate purpose, duration, address of the registered office and, if applicable, address of the secondary establishment or ancillary premises, amount of share capital, date and end of the financial year, identity of the legal representative and partners, date of filing at the general registry of the extract from the deed of incorporation and date of publication in Monaco's Official Gazette, the main elements governing the company, compulsory information and the status of the company.
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Keeping a register of shareholders
All non-trading companies entered in the register must now keep a register of their partners, indicating their identity.
The register must be kept at the company's registered office or with one of the following Monegasque professionals: Corporate Service Provider, Conseil Juridique, Multi Family office, Chartered Accountant, Notary or Lawyer, whose identity must be communicated to the RCI department.
This information must be accessible on request and within the timeframe they determine, to authorised agents of the DDE, the Monegasque Financial Security Authority, authorised personnel of the judicial authorities, judicial police clerks of the Public Safety Department, authorised agents of the seized or confiscated assets management department of the Judicial Services Department.
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Winding up a civil company
A simplified liquidation procedure is now provided for when the company no longer has any assets or liabilities.
Records and documents must be kept in Monaco at a location notified to the DDE for 10 years from the date of liquidation.
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Supervision of civil companies
The DDE supervises and ensures compliance with the obligations incumbent on civil companies.
Authorised DDE officers, specially commissioned and sworn for this purpose, may carry out documentary checks to verify the accuracy of basic information.
In the event of an unsuccessful or impossible documentary inspection, the aforementioned agents may carry out the following operations in particular;
- Obtain all necessary documents;
- Obtain any necessary information, documents or supporting evidence from partners, shareholders or managers;
- Hear any person likely to be able to provide them with information.
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Information and automatic delation
The following are automatically entered in the register :
- Failure to communicate the identity of the person responsible for the basic information and the information on the beneficial owners within one month of the company being entered in the register;
- Failure to make the annual declaration;
- Failure to carry out an inspection or if such an inspection proves unsuccessful.
Failing this, and after having been given formal notice, by registered letter with acknowledgement of receipt, to complete the formalities referred to below within one month, or in the event of an unsuccessful inspection, the non-trading company will be automatically struck off the register.
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New sanctions
The new provisions provide for heavy administrative, financial and criminal penalties, up to and including imprisonment.
The new Monegasque provisions, following the intervention of the international community, call for greater transparency.
The DDE and the Government are in the process of implementing these measures.
Although the legislator has made it more complex to set up, manage and close a civil company, the main aim of these innovations is to modernise Monaco's legal system.
ALTIQA SAM is at your disposal to answer any doubts or questions you may have.