Businesses for sale in Monaco: buying a fonds de commerce

So a buyer runs two things at once: a purchase, and an application of their own. We shortlist against the visible inventory, check what the trade register will show, draft the promesse de cession (the promise of assignment) around the risk of a refusal, and assemble the file for the Direction du Développement Économique (DDE), which must contain that promise or the deed itself.

The fonds de commerce: the asset deal. Goodwill, trade name, lease right, equipment and clientele pass together under one deed. Registration duty is 7.50% of the price (Loi n° 580, Art. 14), the sale is published twice in the gazette, and the buyer applies for their own permission.

The droit au bail: the lease right alone. The cheaper, narrower version, with no goodwill and no clientele attached. The deed of assignment is registered under Loi n° 580, Art. 9 2°, where the 1% duty "sera liquidé et perçu sur les années à courir", on the years still to run.

The location-gérance: renting the business. Also called gérance libre, the lawful trial run under Loi n° 546 of 26 June 1951. Its own contract, its own publicity at seven-day intervals, its own permission for a foreign tenant-manager, and the lessor's own permission suspended for the term (Loi n° 1.144, Art. 6).

The share deal: buying the company instead. Buying actions of a SAM or parts sociales of an SARL leaves the business where it is and moves the owner instead, with a different duty and, for parts, the Minister of State's agrément. That route is sold and explained on our existing companies service.

Transfers of parts are subject to registration, whatever the English version of the government's page says, and the mechanics of that route sit with share transfers in a Monegasque company.

Search and shortlist. Against the visible inventory, with the activity wording and the premises requirement fixed first, because the permission will name both of them and neither is easy to change afterwards.

A due-diligence pack built on checks that can be run. The pledge inscriptions at the trade register, the permission the seller holds and what it covers, six months of trading, the premises and their tenure, and the accounts, which only the seller can give.

The promesse de cession. Drafted conditional on the buyer's own permission, so that a refusal releases the buyer, and drafted early, because the promise is itself one of the pieces the permission file must contain.

The buyer's own permission file at the DDE. Forms, an information note per applicant, a criminal-record extract less than three months old, the premises evidence and the deed or promise of assignment. This is the product, not an afterthought.

The deed of assignment and its registration. Prepared, then registered with the Direction des Services Fiscaux, with the duty computed on the statute rather than on an agency's summary of it.

The two gazette notices and the opposition window. Both insertions at the buyer's instance, with an elected domicile in Monaco where the buyer lives abroad, and the ten-day creditor period run out before the price moves.

The trade-register entry and the post-completion filings. Registration inside the month, affiliation to CAMTI and CARTI inside the month, and the register's own check that the publicity was carried out.

The location-gérance variant. The contract, its seven-day publicity, the tenant-manager's own permission, the display duty in the premises and the end-of-term notice. Outside this list: we do not value the business, do not audit the accounts, and are not the notary, the estate agent of record or the bank. We name who is.

1. Search, shortlist and the first checks. Monte-Carlo asking prices run from EUR 160,000 for a 25 sqm hairdresser's lease right to EUR 1,990,000 for a restaurant [market: Chambre Immobilière de Monaco portal · accessed 2026-09-08]. No statutory period applies here, only working days.

2. The promesse de cession. Conditional on the buyer's permission and drafted so that a refusal releases the buyer. It has to exist before the file is lodged: the government's own document list asks for "l'acte de cession ou la promesse de cession".

3. The file goes in at the DDE. The Minister of State notifies admissibility, or the inadmissibility of an incomplete file, within five working days of filing (Loi n° 1.144, Art. 5). A criminal-record extract under three months old sits in the pack.

4. The decision, forty-five days. The period runs from the notification of admissibility, not from the day the file was handed in. One extension of up to forty-five days for a complex file, and up to six months where the administration asks a foreign body for information, the limb that bites on a non-resident buyer. Silence at expiry counts as a grant.

5. The deed and its registration. Registered with the Direction des Services Fiscaux: 7.50% on the business, 5% on new stock where it carries its own price and is listed article by article, and a single fixed duty of EUR 50. No time limit for presenting the deed is published anywhere, so we plan around the publicity instead.

6. Two insertions in the Journal de Monaco, eight days apart. Published "à la diligence de l'acquéreur", at the buyer's instance (Ordonnance Souveraine of 23 June 1907, Arts. 1 and 2). The notice names both parties, the nature and seat of the business, an elected domicile in Monaco for a buyer living abroad, and the notice to creditors. The same publicity covers a contribution to a company, a gift or a succession (cession procedure, 05/12/2025).

7. Ten days of opposition. From the second insertion, any creditor of the seller may object to payment of the price, and an objection makes the price unavailable. A buyer who pays without the publications, or before the period has run, "ne sera pas libéré à l'égard des tiers" (Art. 4): he can be made to pay twice. Two hard cases: the purge, where the buyer pays the inscribed creditors directly, and the surenchère, a bid a tenth higher within eight days of a resale at auction.

8. The register, then the social funds. The trade register checks that the publicity was carried out before it registers the buyer, and registration must follow within one month of the permission, failing which the permission lapses and the file is closed. Affiliation to CAMTI and CARTI follows within one month of the start of the activity.

Add the publicity up and the price cannot safely be released for at least eighteen days from the first insertion. Add the permission up and about seven to eight weeks of statutory clock run before a decision is even due, before any extension. Both figures are arithmetic on the periods above, not published averages.

On our reading of those periods, a realistic floor is two to three months where the buyer will trade as a sole trader, an SARL or a SURL, and four to six months through a SAM. That is an estimate, and it is months, never days: no administration publishes a processing time.