Skip to content
00. [ GUIDE ]

Nominee directors in Monaco: what the law does to a lent name

Written by Camille Perrin, Formation and authorisation lead. Reviewed by Julien Rossi. Updated 20 September 2026. Reading time 11 minutes.

Facades of the Monte Carlo district of Monaco photographed in daylight from street level.
01.

Short answer

In Monaco a name lent to obtain the business authorisation is an offence for both sides, punished by a fine of EUR 18,000 to 90,000 (Loi n° 1.144, Art. 15, with Code pénal, Art. 26). Substituting another person in the exercise of the activity is a revocation ground, and an agreement to act for another is void unless the company's register names both.

02.

On this page

  • Legal here? Three layers
  • What the statute calls it
  • The business authorisation
  • The offence, both sides
  • Fine, not prison
  • Control and the power of attorney
  • Nominee shareholders
  • Who can see what
  • Local and resident directors
  • The mandate caps
  • The four reasons
  • Arranging is supervised
  • When a lent name is found
  • The lawful routes
  • The SAM
  • What we do
  • Sources
  • Frequently asked questions
  • Next step
03.

Are nominee directors legal in Monaco? The answer in three layers

Three rules answer together, and any two of them alone misstate the law. A name lent to make the declaration of Arts. 2 and 3, or to obtain the authorisation of Arts. 5 to 8, is punished on both sides, lender and beneficiary (Loi n° 1.144 of 26 July 1991, Art. 15), by the fine of Art. 12: EUR 18,000 to 90,000 (Code pénal, Art. 26, chiffre 4). An agreement by which a partner, shareholder, manager, director or member acts for another person is void unless the company's register names the principal and the agent (Loi n° 721, Art. 16-1). Arranging those roles for third parties is an activity supervised under the anti-money-laundering law (Loi n° 1.362, Art. 1er 6°).

A registered address inside an authorised formula is lawful, and it is what our domiciliation service prepares. A person who signs, holds the authorisation or holds shares for somebody else is not.

The arrangementWhat the law does to itAct and articleWhat follows
A name lent to make the declaration, or to obtain the business authorisationAn offence, for the lender and for the person who benefitsLoi n° 1.144, Art. 15, with Art. 12 and Code pénal, Art. 26, chiffre 4Fine of EUR 18,000 to 90,000, maximum raisable to the profit made, definitive closure, confiscation; doubled on a repeat offence within five years (Art. 17)
Putting other persons in your place in the exercise of the activityA ground for revoking the authorisation, except under a location-gérance (business lease)Loi n° 1.144, Art. 9 4°Suspension or revocation, after the holder is heard and a commission has given its opinion (Art. 10)
A partner, shareholder, manager, director or member acting for another personVoid unless the register states their identity and designates the mandant (principal) and the mandataire (agent)Loi n° 721, Art. 16-1The agreement falls; the register is produced to the DDE and the Art. 20 authorities on request (Art. 17)
Arranging those roles for third parties as a businessAn activity supervised under the anti-money-laundering lawLoi n° 1.362, Art. 1er 6°The provider is an obliged entity and answers to the AMSF for it
Running the company from behind the registered manager, when the company failsInsolvency reaches the manager in law or in fact, apparent or hiddenCode de commerce, Arts. 560, 565 1° and 566The company's debts may be put on him, wholly or partly
04.

What is a nominee director, and what Monegasque law calls the arrangement

Elsewhere the term means a director who acts on the instructions of someone whose name stays off the register. Monegasque law defines no such role. What it has is prête-nom, the word Art. 15 of Loi n° 1.144 uses for the person who lent his name and the person who benefited; "lent name" and "front man" are our gloss, since no official English term exists.

Two other texts describe the same facts: a partner, shareholder, manager, director or member acting for the account of another person (Loi n° 721, Art. 16-1), and, in insolvency, a manager de droit ou de fait, apparent ou occulte, in law or in fact, apparent or hidden (Code de commerce, Art. 566).

05.

Why Monaco answers this question differently: the business authorisation

1. The activity is licensed, not merely registered. A foreign natural person needs an administrative authorisation from the Minister of State to carry on an independent activity (Loi n° 1.144, Art. 5).

2. It is personal and non-transferable. L'autorisation est personnelle et incessible. It fixes the activities and the premises exhaustively, and any change of either, or of holder, needs a new one (Art. 5).

3. Inside a company, named individuals hold it. Foreign partners of a professional civil company, an SNC or an SCS, and foreign partners and gérants (managers) of an SARL, each obtain their own (Art. 7, with Art. 4 3°).

4. The file tests the person. Good repute is assessed on any criminal record and after an administrative inquiry, qualifications must be held in the entrepreneur's own name, and an operational infrastructure appropriate to the activity must exist (the Government's introduction to setting up an activity). A borrowed name carries none of the three.

06.

Lending a name to obtain the authorisation: the offence that punishes both sides

Art. 15 reaches two people: those who lent their name to make the declaration of Arts. 2 and 3 or to obtain the authorisation of Arts. 5, 6, 7 and 8, and those for whose benefit the prête-nom operation took place. Both incur the fine and accessory penalties of Art. 12, without prejudice to revocation under Art. 9.

Art. 12 supplies the figures: the fine at chiffre 4 of Art. 26 of the Code pénal, EUR 18,000 to 90,000, its maximum raisable to the profit made, definitive closure of the establishment and confiscation. A repeat offence within five years doubles it (Art. 17).

The gaps are closed next door: partners and gérants of an SARL acting without an authorisation of their own incur the same fine (Art. 16), as does anyone who allowed an undeclared or unauthorised activity to be carried on or domiciled in his premises (Art. 14), itself a revocation ground (Art. 9 6°).

07.

Is it prison? Which article carries which penalty

No. Art. 15 carries a fine. Loi n° 1.144 holds one custodial penalty, and it is for something else: obstructing an inspection, one to six months' imprisonment and the chiffre 2 fine of EUR 2,250 to 9,000, or one of those penalties alone (Art. 21).

Imprisonment appears in the neighbouring statutes, each time in a text of its own: six months and the chiffre 4 fine for bad-faith inexact or incomplete information given for a register entry (Loi n° 721, Art. 30); six months and double that fine for withholding the Art. 16 information or the Art. 16-1 register from the authorities (Art. 31 I); six months and the chiffre 4 fine for bad-faith beneficial-owner information given to the DDE (Loi n° 1.362, Art. 71 II).

The rest is money: EUR 5,000, then EUR 20,000, EUR 50,000 or EUR 100,000 by turnover band (Loi n° 721, Art. 25; Loi n° 1.362, Art. 22-2-1), and a civil fine of EUR 1,000 to 10,000 with up to EUR 500 a day over the board caps (Loi n° 1.573 of 8 April 2025, Art. 26).

Figure Which article carries which penalty
  • Loi n° 1.144 Arts. 12 and 15 Loi n° 1.144
  • a fine of EUR 18,000 to 90,000 raisable to the profit made
  • definitive closure
  • doubled within five years under Art. 17. Centre column Art. 17
  • the administrative and civil ladder: EUR 5,000
  • then EUR 20,000
  • EUR 50,000 or EUR 100,000 by turnover band Loi n° 721
  • the court's injunction
  • civil fine and striking-off Art. 22-3
  • and the civil fine of EUR 1,000 to 10,000 with up to EUR 500 a day of Loi n° 1.573 Art. 26. Right column Loi n° 1.573

Figure 1. The penalty for a lent name is a fine; imprisonment belongs to three other articles, none of them Art. 15

08.

If a nominee signs, do I keep control of the company?

The safeguard sold with the arrangement, a power of attorney behind a manager who signs, is itself the revocation ground: Art. 9 4° allows the authorisation to be withdrawn from a holder who has substituted other persons for himself in the exercise of his activities, with one exception, the location-gérance or lease of the business.

Its neighbours reach what the arrangement produces: activity outside the authorisation or beyond the corporate object (1°), more than six months without trading and without legitimate reason (3°), loss of the guarantees of good repute (5°), hosting an unauthorised activity (6°), and no installation or staff allowing an effective activity on Monegasque territory (8°).

The private contract does not survive either: it is void unless the register names both parties (Loi n° 721, Art. 16-1). And control, once exercised, is what insolvency looks for, since the debts of a failed company may be put on any manager in law or in fact, apparent or hidden, paid or not (Code de commerce, Arts. 560, 565 1° and 566).

09.

Can I use a nominee shareholder in a Monaco company?

Nominee shareholding is not prohibited as such, and not unconditional either. Every legal person on the RCI keeps a register of its partners or shareholders, at its seat or elsewhere in Monaco, up to date at all times, and Art. 16-1 of Loi n° 721 supplies the sanction: an agreement by which a partner, shareholder, manager, director or member acts for the account of another person is void unless the register states their identity and designates the mandant and the mandataire.

Art. 12 of Ordonnance Souveraine n° 2.853 sets out what the register holds: identity, birth, nationality, home address, family status and contact details of every partner or shareholder, the managers and permanent representative of a legal person, and the shares with their voting rights. Arranging the role for a third party is supervised in its own right (Loi n° 1.362, Art. 1er 6°).

One question stays open. In an SARL every foreign partner holds a personal authorisation (Loi n° 1.144, Art. 7), so a nominee partner would have obtained one on somebody else's behalf. How Art. 16-1 and Art. 15 meet there is our reading of two articles, not a settled rule: no explainer and no decision was found.

10.

Who can see who owns and runs a Monaco company?

Four records hold the answer, under four different access rules. Managers are on the public extract and partners are not; the company's own register names anyone acting for anyone else; the beneficial-owner register is not freely public, but open on a reasoned request. An obliged entity that is opening a bank account in Monaco consults it for customer due diligence, with concurrent notice to the company, and may not base its checks on the extract alone (Loi n° 1.362, Art. 22-6).

The recordWhat it holdsWho may see itAct and article
The RCI extract (Répertoire du Commerce et de l'Industrie, kept by the DDE)surname, forenames, date and place of birth and nationality of each person entitled to administer, direct, manage or bind the company, and where applicable its permanent representative; the partners are not on itanyone; the extract costs EUR 15O.S. n° 2.853, Arts. 10 and 16
The company's own register of partners or shareholdersthe identity, birth, nationality, address and family status of each partner or shareholder, the shares and the voting rights, and the mandant and mandataire wherever anyone acts for anotherthe DDE's authorised agents and the Art. 20 authorities, on request and within the period they set; transmissible to foreign authoritiesLoi n° 721, Arts. 16-1 and 17; O.S. n° 2.853, Art. 12
The beneficial-owner register annexed to the RCIthe natural persons who ultimately own or control, taken at 25% of capital or voting rights or at control exercised by any other means, failing which the legal representativethe listed authorities immediately, without restriction and without notice to the person concerned; obliged entities for customer due diligence, with concurrent notice; any other person on a reasoned request linked to money-laundering prevention, for five data points, the company having two months to seek a restrictionLoi n° 1.362, Arts. 21, 22-5, 22-6, 22-7 and 22-8; O.S. n° 2.318, Art. 14
A SAM's constitutive deed at the Greffe Généralthe deed by which the company was constitutedanyoneLoi n° 1.573, Art. 21
11.

Does a Monaco company need a local or resident director?

No text read imposes one. The board of a Monegasque joint-stock company has at least two administrators, paid or not, chosen among the shareholders or outside them, with no residence condition in the article (Loi n° 1.573, Art. 22). The gérant of an SARL is one or more agents, partners or not, paid or unpaid, never a legal person, capped at eight mandates in companies seated in Monaco (Code de commerce, Art. 35-4); management may be held by a partner or a third party, and a gérant who is not a partner does not become a trader (the Government's SARL page). The procedure for appointing an administrator asks a non-resident appointee for a passport, so the form itself contemplates one.

The one resident person required is not a director: every company designates one or more natural persons resident in Monaco, among its partners, shareholders, staff, managers or members, or failing that a regulated professional, answerable for its basic and beneficial-owner information (Loi n° 1.362, Art. 22-1 II 1°). What the administration expects of a manager's presence is not published; the statute tests good repute, qualifications and infrastructure, with Art. 9 8° where there is no installation or staff allowing an effective activity.

Who will hold the authorisation in your Monegasque structure?

Tell us what the business will do, where it will be carried on and which named person will sign for it.

Get a formation plan
13.

Why a professional nominee director cannot exist in Monaco

Arithmetic closes the door a single appointment leaves ajar. Nobody may sit on more than twelve boards of Monegasque joint-stock companies, and nobody may be chairman, administrateur-délégué (managing director) or directeur général (general manager) of more than eight, on pain of a civil fine of EUR 1,000 to 10,000 and a daily penalty of up to EUR 500 (Loi n° 1.573, Art. 26). SARL mandates are capped at eight, and a legal person may never be gérant (Code de commerce, Art. 35-4). A legal person on a SAM board designates a permanent representative, a natural person, bearing the same civil and criminal liability as if he were administrator in his own name (Art. 25). The eight-boards-for-everyone line still printed in comparison tables was superseded by Art. 26.

14.

The four reasons the market gives for a nominee, and the article that answers each

Four motives carry the sales copy for the arrangement, and each one meets a text that was written before it.

The reason as soldWhat Monegasque law saysAct and articleWhere this page argues it
Residency: a local director is needed to satisfy the jurisdictionNo text read imposes a resident director or gérant; the only resident person required is the one answerable for the company's basic and beneficial-owner informationLoi n° 1.573, Art. 22; Code de commerce, Art. 35-4; Loi n° 1.362, Art. 22-1 II 1°Section 9
Privacy: your name stays off the recordsManagers are on the public extract and partners are not; the company's register names the principal and the agent; the beneficial-owner register is not freely public, but open on a reasoned requestO.S. n° 2.853, Art. 10; Loi n° 721, Arts. 16-1 and 17; Loi n° 1.362, Arts. 22-5 to 22-8Section 8
Control: a power of attorney keeps the owner in chargeSubstituting others in the exercise of the activity is a revocation ground; an undisclosed acting-for-another agreement is void; insolvency reaches the manager in factLoi n° 1.144, Art. 9 4°; Loi n° 721, Art. 16-1; Code de commerce, Art. 566Section 6
Convenience: a professional holds the mandate for youTwelve boards, and eight chairmanships or general managerships, on pain of a civil fine and a daily penalty; eight gérant mandates; qualifications held in the entrepreneur's own nameLoi n° 1.573, Art. 26; Code de commerce, Art. 35-4; the three authorisation criteriaSection 10
15.

Arranging a nominee is itself a supervised activity in Monaco

Finding a provider who will do it anyway runs into a third statute. Professionals who, for third parties, intervene or make the arrangements necessary for another person to act as administrator or company secretary of a capital company, as partner of a partnership, or as a shareholder acting on behalf of another person, are obliged entities under Loi n° 1.362 (Art. 1er 6°).

The AMSF's instructions to trust and company service providers of 18 March 2026 ask each provider, at Q122 of section 1.17, whether it has clients who are shareholders or administrators acting for another person, and at Q123 for the total number of unique Monegasque nominee shareholders or administrators (AMSF instructions, PDF). Monaco remains on the FATF list of jurisdictions under increased monitoring, statement of 19 June 2026. Company in Monaco: Monaco and the FATF Grey List carries the listing and the action plan behind it.

16.

What happens when a lent name is found

1. Inspection. Sworn DDE agents may enter professional premises, require books, invoices and any professional document and question any person, between 06:00 and 21:00, with verification on the spot limited to three months (Loi n° 1.144, Arts. 18 and 19).

Figure What happens when a lent name is found
  • on-site verification not more than three months (Arts. 18 and 19). Node 2
  • the holder is heard and a commission gives its opinion (Art. 10). Node 3 Art. 10
  • provisional closure and seizure by reasoned decision of the Minister of State
  • liftable by the president of the court (Art. 11). Node 4 Art. 11
  • suspension or revocation
  • with no new declaration or application for similar activities during a suspension (Arts. 9 and 10). Node 5
  • prosecution: fine of EUR 18,000 to 90,000 raisable to the profit made
  • definitive closure
  • doubled on a repeat offence within five years (Arts. 12, 15, 17). Node 6
  • running in parallel

Figure 2. The ladder in the statute's own order, with the register track beside it

2. The holder is heard. Nothing is suspended or revoked before he has given his explanations or been duly called to give them, and only after a commission's opinion (Art. 10).

3. Provisional closure and seizure. Closure, and seizure of documents or operating equipment, may be ordered provisionally by reasoned decision of the Minister of State, and lifted by the president of the court of first instance (Art. 11).

4. Suspension or revocation. Art. 9 4° for the substitution, its neighbours for what the arrangement produced; during a suspension no new declaration or application for similar activities is possible (Art. 10).

5. Prosecution. The fine of Art. 12, raisable to the profit made, with definitive closure and confiscation (Arts. 12 and 15), doubled on a repeat offence within five years (Art. 17).

6. The register track, in parallel. Administrative fines and criminal penalties for register and beneficial-owner failures (Loi n° 721, Arts. 25, 30 and 31 I; Loi n° 1.362, Arts. 22-2-1, 22-3 and 71), and in insolvency the debts put on whoever was really managing (Code de commerce, Arts. 560 and 566).

No period is published for any stage, and no figures exist on revocations or prosecutions.

17.

What to do instead: the lawful routes

A business street in morning light, with office frontages along the pavement
18.

The SAM: where our answer stops, and why

A société anonyme monégasque is authorised as a company rather than through its founder: its constitution is subject to an administrative authorisation (Loi n° 1.573, Art. 11). Its board has at least two administrators, chosen among the shareholders or outside them, for a term fixed by the statutes and not exceeding six years, removable at any time by the ordinary general meeting (Art. 22). The form itself: a Monegasque public limited company.

Whether Art. 15 reaches a front-man administrator of a SAM, this page does not answer: Art. 15 names the declaration of Arts. 2 and 3 and the authorisations of Arts. 5 to 8, the SAM's constitution authorisation rests on the 2025 company law, and Loi n° 767 of 8 July 1964, which governs the revocation of those authorisations, was not read.

What applies with that question open: the register rule and its nullity (Loi n° 721, Art. 16-1), six months and a fine for bad-faith or withheld register information (Arts. 30 and 31 I), shares that must be registered and identify their owner (Loi n° 1.573, Arts. 55 and 68 I 7°), the permanent representative (Art. 25), the board caps of Art. 26, and liability for the debts in insolvency.

19.

What we do, and what we will not do

We prepare and steer files: the authorisation dossier, the seat and premises inside the authorised formulas, the registration and the filings that follow. We do not lend a name, hold a mandate for a client, provide a director, a gérant, a partner or a shareholder, introduce anyone who does, or predict what an authority will decide. We are not a law firm, an accountancy practice, a bank or a family office.

From our practice. The authorisation file and the company's register ask one question in two forms: which named natural person is doing this, and where. The file wants qualifications in that person's own name and premises that fit the activity; the register wants the identity of anyone acting for anyone else. An arrangement built to leave one box empty shows up in the other.

PRICING: ON_REQUEST
20.

Sources

Statutes and codes first, then the authorities and the government pages, each with the date it was read. Every government link is the French original.

Named in the text without a link, because the figure they support is already sourced above: Ordonnance Souveraine n° 2.318 of 3 August 2009, Art. 14 (the 25% test), the Government's RCI page, the procedure for appointing an administrator, and Loi n° 767 of 8 July 1964, which was not read.

Modern office buildings on a clear day
21.

Next step: a lawful seat and a file in Monaco

22. Questions founders ask

Answered with the article

+ Can I appoint a nominee director or a nominee gérant for my Monaco company?

No. The business authorisation is personal and non-transferable, and a foreign partner or gérant holds his own. Lending a name to obtain it is an offence for both sides, punished by a fine of EUR 18,000 to 90,000, and substituting other persons in the exercise of the activity is a ground for revocation.

+ Is a nominee director legal in Monaco?

Three rules answer together. Lending a name to obtain the authorisation is an offence for both sides (Loi n° 1.144, Art. 15). An agreement to act for another person is void unless the company's register names principal and agent (Loi n° 721, Art. 16-1). Arranging such roles for third parties is a supervised activity (Loi n° 1.362, Art. 1er 6°).

+ Does a Monaco company need a local or resident director?

No text read imposes one. A joint-stock company's board may be chosen outside the shareholders, the SARL gérant must be a natural person but need not be a resident, and the appointment procedure contemplates a non-resident. The only resident person required is the natural person answerable for the company's information.

+ If someone else holds the business authorisation for me, do I keep control of the company?

Not lawfully. The authorisation fixes its holder, the activities and the premises. Putting another person in your place in the exercise of the activity is a revocation ground, except under a location-gérance; an undisclosed mandate is void; and in insolvency the debts reach whoever was really managing.

+ What are the risks for the person who lends his name, and for the person who benefits?

Both are punished by the same fine of EUR 18,000 to 90,000, whose maximum may be raised to the profit made, together with definitive closure of the establishment and confiscation. A repeat offence within five years doubles the fine, and the authorisation can be revoked under Art. 9.

+ Can the nominee be held liable for the company's debts and for its offences?

Yes. In insolvency the rules reach any manager in law or in fact, apparent or hidden, paid or not (Code de commerce, Art. 566). Giving inexact information in bad faith, or withholding the register from the authorities, carries six months' imprisonment with a fine (Loi n° 721, Arts. 30 and 31 I; Loi n° 1.362, Art. 71 II), and administrative fines reach individuals personally.

+ Can I use a nominee shareholder in a Monaco company?

Not prohibited as such, but void unless the company's register names the principal and the agent, with the contents set out in Art. 12 of Ordonnance Souveraine n° 2.853. Arranging it is supervised. In an SARL every foreign partner also holds a personal authorisation, and how that meets Art. 15 is open.

+ Is a nominee shareholder agreement valid in Monaco?

Only if it is disclosed. Art. 16-1 of Loi n° 721 makes the agreement void unless the register states the identities and designates the mandant and the mandataire, and that register must be kept up to date at all times. Silence costs the administrative fine ladder of Art. 25.

+ What is the difference between a nominee shareholder and a beneficial owner under Monegasque law?

The nominee holds the shares and must appear in the company's register as the agent of a named principal. The beneficial owner is the natural person who ultimately owns or controls the company, taken at 25% of the capital or the voting rights, or at control exercised by any other means, failing which the legal representative.

+ Are the names of shareholders and directors public in Monaco?

Managers are: the RCI extract shows everyone entitled to administer, direct, manage or bind the company, and an extract costs EUR 15. Partners are not on it. The beneficial-owner register is not freely public, but open on a reasoned request, and a SAM's constitutive deed may be obtained by anyone.

+ Can a company be a director or a gérant of a Monaco company?

Not of an SARL: its gérant is a natural person, to the exclusion of any legal person. A legal person may sit on a joint-stock company's board, but must designate a permanent representative bearing the same civil and criminal liability. Whether a legal person may hold shares as a nominee is addressed by no text we read.

+ What is the difference between a director and a nominee director?

Monegasque law does not define the second. It defines how administrators and gérants are appointed, and it defines the arrangement behind the word, acting for the account of another person, which the company's register must name. In insolvency it looks at who manages, not at who is registered.

+ Can I appoint a professional manager who is not a partner, and what does he need?

Yes. Management may be held by a partner or by a third party, and a gérant who is not a partner does not become a trader. A foreign gérant needs his own authorisation, tested on good repute, qualifications held in his own name and an operational infrastructure; a new one needs the Minister of State's agrément.

+ Can a non-resident set up and run a Monaco company himself?

Yes. A foreign natural person obtains the authorisation in his own name, on a clock of five working days for admissibility and 45 days for the decision, extendable once by 45 days. The appointment procedure for an administrator contemplates a non-resident. What must be real is the activity carried on in Monaco.

+ Can a majority shareholder remove a director in Monaco?

In a société anonyme monégasque, administrators serve a term fixed by the statutes, at most six years, and may be removed at any time by the ordinary general meeting (Loi n° 1.573, Art. 22). No article on removing the gérant of an SARL was read, so this answer is scoped to the joint-stock company. ---

Start your Monaco file

Tell us the activity, where it will be carried on and who will run it. One of us reads it and comes back with the questions the authorisation file will ask. Our fees are on request.