Deregistration of a Monegasque SCI/SCP: a straightforward process once the company has no assets

When a Monegasque civil company (SCI or SCP) is no longer useful (no assets, no purpose, or no activity), it is necessary to apply for its deregistration with the Monaco Trade and Industry Register (Registre du Commerce et de l’Industrie – RCI).

The objective is simple: to avoid keeping a “dormant” structure with ongoing administrative obligations and recurring costs (the Person Responsible for Essential Information (RIE), annual declarations and other filings, and various compliance requirements).

In most cases, where the company no longer holds any assets, the procedure is very quick, inexpensive, and relatively simple.

First and foremost, one key point should be borne in mind: an SCI/SCP cannot be deregistered unless it has appointed an RIE. In practice, if the company has never appointed an RIE, this must first be regularised by appointing one, and only then can the dissolution and deregistration process be initiated.

As indicated above, where the civil company no longer holds any assets (no real estate, no active bank account, no significant receivable), the deregistration procedure is simplified.

The first step is a resolution by the shareholders approving the dissolution, liquidation and deregistration of the company, recorded in minutes (procès-verbal) prepared in accordance with the articles of association. In practice, these minutes set out in particular: the decision to dissolve the company, the closing of the liquidation (since there are no assets to realise), and the request for deregistration.

Once signed by the partners, the minutes must be registered with the tax authorities in Monaco. In a straightforward liquidation with no assets, registration is subject to a fixed duty of €50.

Once the minutes have been registered, an original of the registered minutes together with a duly completed C3 form must be filed with the RCI. The filing fee is €25, plus postal fees (€1.52).

After processing, the Register proceeds with the deregistration and the RCI issues a certificate of deregistration, for a fee of €15. This certificate is the official proof that the company has been deregistered.

Once the company has been deregistered, the end of the RIE’s appointment should be formalised by returning the resignation form (SC-EPNFD form). This step is often overlooked, but it is useful to close the file properly.

Following deregistration with the RCI, it is no longer necessary to file the annual declaration for the current year, nor to request a separate deregistration with the beneficial owners register: this register is updated automatically once the company has been deregistered with the RCI.

We can assist you with these formalities. Please do not hesitate to contact us should you require any further information.

This information is for reference only. It is not intended to provide tax or legal advice and should not be relied upon as such.