The objective of Non-Trading Companies (Sociétés civiles) is to carry out purely civil transactions, such as the management of real-estate assets, or the pooling of resources for the practice of a profession.
They may also be created for the management for own account of a portfolio of securities.
The Non-Trading Companies are governed by the Civil Code (articles 1670 to 1711) and by the
Incorporation of a Non-Trading Companies
Articles of Association
The Articles of Association are drawn up in a private deed or a document duly authenticated by a notary.
They are required to comply with the registration formalities within one month if they are in the form of a private deed and 15 days if they are in the form of an authenticated document, as from the date of their signature.
The creation of a Non-Trading Company is not subject to the formalities of publication in the "Journal de Monaco".
The Non-Trading Companies must be registered at the Non-Trading Companies special registry within two months of their incorporation.
Partners may be natural or legal persons.
Partners have unlimited joint and several liability in respect of the company’s debts owed to third parties in proportion to their ownership of the share capital at the due date.
Disclosure of information
Any interested person may apply to the Non-Trading Companies special registry for a registration certificate, on which only the legal form, the registered office and the company name shall be mentioned.
No other information and, in particular, no information on the company’s management may be disclosed to third parties.
A fee of €15 will be collected upon issue of each certificate.
The registry may send, to the manager of the relevant company only, in exchange for a payment of €15 and in response to a written request addressed to the Business Development Agency, accompanied by a copy of the front and back of a valid identity document, a certificate of management including the information set out in paragraphs a), b), e) and f) of Article 5 of Act No. 797 of 18/02/1966 relating to non-trading companies
These fees may be paid by cheque made payable to the Trade and Industry Registry (RCI), in cash or by bank card at the RCI office
Amendments during the company’s life
Amendments to the Articles of Association as well as deeds of assignment of shares must be registered within one month, if they are in the form of a private deed, and 15 days if they are in the form of an authenticated deed, as from the date of their signature.
The same applies to the grant of usufructs over the shares.
These deeds must mention the names, first names, nationality and address of the parties, on pain of being declared null and void.
Changes relating to the company name, objects, share capital and number of units or shares, registered office, management, and duration of the company, must be declared in an amendment or supplement at the Non-Trading Companies special registry within two months, and the related proofs must be submitted.
Following from the above, the following must be mentioned:
- Increases and decreases in the share capital
- The fact that all shares are held by a single partner
- The dissolution of the company
Each change is subject to a separate application for amended registration.
The current legislation does not provide for the pledging of the shares of a Non-Trading Company. It cannot therefore be mentioned in the Non-Trading Companies registry.
Importance of complying with the time limit for registration
Where the time limit for registration in respect of private deeds is not met, the penalty is a double registration duty.
The Articles of Association, amendments to the Articles of Association, assignments of shares or units, grants of usufruct over the same shares, which have not been registered within the legally prescribed time limits are deemed to be null and void with regard to the partners and to third parties.
Any person who proves that he has a legitimate interest may thus file a claim for nullity before The Court of First Instance
Non-trading companies are required to record accounting entries of all transactions that they carry out in the form of income or expenses.
The Manager is required to keep at the registered office the accounting records and the related supporting documents, including bank documents, for at least five years.
He may however assign this duty to a Chartered Accountant, a real-estate agency, a trustee or a company whose object is to manage Non-Trading Companies, subject to prior declaration at the Business Development Agency so that the latter is aware of the identity of the custodian of the said accounting records. (see art.10 of