How to notify changes to the registration of non-trading companies

Changes to any basic information must be reported in a supplementary or amending declaration before it can be entered in the special register. Failing to do so will render it non-binding against third parties.

Once the formalities stipulated by the laws and regulations in force have been completed, depending on the nature of the document, this declaration must be accompanied by supporting documents for verification purposes. The declaration and supporting documents should be sent to the Trade and Industry Directory within one month of the date of the change or, where applicable, of the registration of the document amending the basic information in question or of the issue of the receipt for the declaration or official authorisation. This timeframe may be extended by the Director of the Business Development Agency for a further period to be determined by them upon valid request.

Without this, registration with the registry is refused. Additionally, the company may face penalties in accordance with Article 12 et seq. of the Act no. 797 of 18 February 1966 pertaining to non-trading companies.

Documents

They are required to comply with the registration formalities with the Department of Tax Services within one month if they are in the form of a private agreement and 10 days if they are in the form of an authenticated document .

The same rules apply to share transfers and the creation of usufructuary rights to shares. In order to be valid, any agreement documenting a share transfer or the creation of usufruct over shares must include: surname, preferred name, first names, date and place of birth, nationality(ies), home address, family circumstances and, where applicable, matrimonial property scheme of the parties to the agreement.

If the parties are legal entities, the agreement must include their company name, legal form, address of the company's registered office, the company’s registration number and the place in which it is registered publicly, and the surname, preferred name, any alternative name or pseudonym, first names, date and place of birth, nationality(ies), and home address:

1. Of persons empowered to administer, manage, or enter into legally binding commitments on a habitual basis in respect of third parties or their equivalents under foreign law
2. Of the permanent representative, if one is required to be appointed under applicable laws or regulations

Publication and registration formalities

With the exception of the public limited company, the creation of a Non-Trading Company is not subject to the formalities of publication in the "Journal de Monaco".

Changes must be entered into the Non-Trading Companies special registry (RSSC) within the month of their incorporation.  

The declaration and supporting documents should be sent to the Trade and Industry Directory within one month of the date of the change or, where applicable, of the registration of the document amending the basic information in question or of the issue of the receipt for the declaration or official authorisation. This timeframe may be extended by the Director of the Business Development Agency for a further period to be determined by them upon valid request.

Without this, registration with the registry is refused. In addition, for non-trading companies that require such authorisation, the declaration of business or administrative authorisation will become invalid if the company is not registered, and the file will be closed. Additionally, the company may face penalties in accordance with Article 12 et seq. of the Act no. 797 of 18 February 1966 pertaining to non-trading companies.

To get this form, you can either:

• Download it here: 
  PDF376.3 kB

  C2_Demande d'inscription modificative (C2_04-2023)
• Collect it from the Business Development Agency

The application must comprise the completed, dated and signed forms, in duplicate, and supporting documents.

It must be submitted or sent off to the Trade and Industry Directory, accompanied by payment of the registration fee of €25.00 for a non-trading company and €50.00 for a société anonyme (public limited company) with a civil purpose.

Postage costs will need to be added to these fees if documents are sent (a copy of the form, a registration or deregistration certificate): 

Payment should be made by cheque made payable to the "RCI" (Trade and Industry Directory), or in cash or bank card to the reception desk of the service.