Have you heard about Bill No. 1094 on the modernization of corporate law? Currently awaiting review by the Commission, this bill incorporates many concepts and possibilities from neighboring countries with the aim of “staying in tune with the times and business life.”
What are the main new features of this bill?
- Recognition of shared non-commercial professional partnerships (« société civile de moyens »)
- Single-member limited liability company
- Unification of the date and method of acquiring legal personality for companies: All civil and commercial companies will now acquire legal personality on the date of registration.
- Acceptance of contributions in kind in limited liability companies and Monegasque joint-stock companies: However, these will not be included in the formation of the share capital and will come with a non-competition obligation towards the company.
- Possibility of extending a company whose term has expired through a regularization procedure
- An overhaul of the regime applicable to the SAM (Monegasque joint-stock company) with the cancellation of the old statute and introduction of 57 articles aimed at:
- Clarifying the distinction between civil and commercial purposes
- Simplifying published notices (no more full publication of statutes in the Journal de Monaco)
- Simplifying formalities, notably the possibility to change the share capital, company name, and registered office of the SAM without prior authorization from the Minister of State
- Allowing the possibility to be a director without being a shareholder (subject to statutory provisions)
- Officializing the legal representative of the SAM by designating a General Manager and a President, with the possibility of holding both functions
- Allowing board meetings and general meetings to be held via video conference
- Creating a right of alert for SAM shareholders representing 5% of the capital
- Establishing preference shares
- …
Many other innovations in the text will further refine and enhance the practice of corporate law in the Principality. This bill aims to update and simplify business life by aligning with the standards of neighboring countries while retaining certain specific features of the Monegasque market.
Once the text is adopted, numerous statutory adjustments will be necessary for existing SAMs to take advantage of these new possibilities. DL Corporate & Regulatory will be by your side to support you on the path to this modernization!
