Monaco is no exception to the rules of transparency. In this context, a new law (Law No. 1.550 of 10 August 2023) was approved by the National Council, which imposes additional obligations on Monegasque Sociétés Civiles (SCIs or SCPs).
The new obligations are as follows:
1/ Obligation to appoint a responsible of the information
SCIs/SCPs must appoint a person or professional responsible for basic information about them and their shareholders and beneficial owners. This person may be:
1°) one or more natural persons resident in Monaco chosen from among their shareholders or directors ; or 2°) a professional based in Monaco. This professional may be a CSP (“company services provider”), a legal adviser, an MFO (“multifamily office”), a chartered accountant, a notary or an avocat.
Please note that SCIs/SCPs who do not have a bank account in Monaco must appoint a professional based in Monaco (one of the professionals listed in point 2 above).
The identity of the responsible person or professional must be communicated to the Monaco Company Register within one month of the incorporation of the company. Any change concerning the responsible person or professional must be communicated to the Monaco Company Register within one month of the change.
For existing SCIs/SCPs, the deadline for appointing the responsible of the information was 15 December 2023, but in January 2024 the Monegasque authorities would set a further deadline for companies that had not been able to complete the formality by 15 December 2023.
Once appointed, the responsible person or professional has the following obligations
- Maintain the information and ensure that it is kept up to date;
- Submit the information to the Business Register for registration;
- Provide the information to the competent Monegasque authorities upon request;
- Provide any form of assistance to the competent Monaco authorities;
- Retain the information for 10 years from the date of termination of the company.
2/ Annual declaration
The new law introduces a new annual declaration for Monegasque companies.
SCIs/SCPs have to confirm each year, within the month following the anniversary of their incorporation, whether they are continuing their activities. In the same declaration, the company has to confirm the information provided at the time of registration or any changes made since the last declaration.
The Monaco authorities have yet to provide the form to be used for this annual declaration.
3/ Obligation to keep shareholders register
SCIs/SCPs must keep a register of their shareholders.
This register must be kept at the registered office of the company or at the address of the responsible person or professional.
The identity of the person responsible for the register must be communicated to the Monaco Company Register.
The information contained in this register must be kept up to date at all times.
4/ Obligation to keep annual accounts and financial statements
Previously, SCIs/SCPs were only required to keep a record of all their transactions in the form of a statement of income and expenditure and to keep supporting documents, including bank statements, for at least five years.
From now on, SCIs/SCPs will be required to keep more formal accounts and financial statements, the conditions for which will be laid down in a regulation.
The accounting records and all relevant supporting documents must be kept at the head office of the SCI/SCP for a period of ten years.
It should be added that it is highly advisable for an SCI/SCP to keep regular annual accounts. In particular, if there is a question as to the value of the shares in the company, the annual accounts will be very helpful in proving the existence of the company's debts (e.g. a bank loan or a shareholder loan) and in determining the value of the shares. This is particularly true if the company owns French real estate.
Failure to comply
Failure to comply with these new obligations will result in administrative and possibly criminal penalties. The company may also risk being struck off the Companies Register and dissolved.
This information is for reference only. It is not intended to provide tax or legal advice and should not be relied upon as such.