Share transfers and company changes in Monaco: which filing each change triggers

So the authorisation issued at Monaco company registration is what every later change re-opens. The deed and the minutes settle nothing on their own, and substituting other persons in the activity is itself a revocation ground (Art. 9, 4°). We prepare and steer that file.

The mapping. Which file your change triggers, an agrément, a déclaration or none at all, and in what order.

The dossier. The Demande de modification, the Note de renseignements individuels n° 355-04-05-26 and the minutes, in French.

The clock. What starts each statutory period, and what stops it.

The registration formality. With the Direction des Services Fiscaux, on the transfer of parts and not on the minutes.

The publicity and the register. The gazette notice, then the amending entry within the month.

The registers afterwards. The beneficial-owner declaration and the company's own register of partners.

We are not the notary, the expert-comptable, the auditor or the bank, and we never value parts or compute a duty for a named deal.

The owners change. Parts sociales in an SARL, SURL, SNC or SCS, or actions in a SAM. Which track applies is settled row by row below.

The management changes. A gérant is a natural person, eight mandates at most (Code de commerce, Art. 35-4). Where he resigns, dies or becomes incapable a partner may manage for three transitional months, which end in an authorisation (Loi n° 1.144, Art. 7).

The object changes. Every form except the SAM files a new declaration or authorisation, forty-five days, with the health directorate's validation where its remit is touched (change-of-object page, 05/12/2025). A SAM needs the Minister of State's authorisation first: "L'objet essentiel de la société ne peut être changé" (Loi n° 1.573, Art. 41).

The premises change. A seat transfer, an annex or a secondary establishment: the DDE authorises first, the register records second, on a registered lease à usage exclusif de bureau or a notary's attestation under three months old. Pre-1947 buildings go to the Direction de l'Habitat; a shared office adds a plan.

A SAM's board and statutes. Two administrators at least, six years at most; twelve boards for an administrator, eight for a president, administrateur-délégué or directeur général; one month to replace a directeur général; thirty days to declare a statute amendment.

A regulated company clears its regulator first. A multi family office SAM needs the Minister of State's approval for every change of shareholder, manager or administrator: Company in Monaco: Family Office in Monaco. A CCAF-licensed firm needs the CCAF's authorisation for a change to its file.

A foreign company's establishment here runs its own file: Company in Monaco: Branch of a Foreign Company in Monaco

1. Classify the change. What moves, who comes in, what role he takes. Those answers give the track, and whether the register may be approached at all.

2. Take the corporate act. More than half the capital in an SARL; unanimity for a change of nationality, a transformation into SNC, SCS or SCA, or an early dissolution. Statute amendments belong to the partners alone, never to a written consultation. In a SAM only the extraordinary general meeting amends them: 50% quorum, a second meeting a month later on fifteen days' notice.

3. Sign the deed and assemble the dossier. Notarial deed or private agreement (Code de commerce, Art. 51-2); the Demande de modification, the note n° 355-04-05-26, a civil-status document, a birth certificate, a criminal record under three months old and the minutes approving the transfer, in French.

4. File at the DDE, where an agrément or a déclaration is needed. A change of premises may go through MonGuichet, but the original minutes still travel by post.

5. The clock. Five working days to a notice that the file is admissible or incomplete; forty-five days from it to a decision; silence at expiry is a grant. Extendable by forty-five days, suspended while documents are awaited, up to six months where a foreign body is asked. Fifteen days for a receipt on the declaration track.

6. Register with the tax department. Every transfer of parts bears the registration formality; the minutes approving it do not. Minutes of a capital change or an extension of duration are registered too.

7. Publicity, then the register. The Journal de Monaco notice precedes the RCI application; a statute amendment of an SNC, SCS or SARL is displayed publicly for three months; the amending entry follows within one month of the deed, the receipt or the authorisation, on form S2 in duplicate, on pain of unenforceability (Loi n° 721, Art. 4), at the Monaco business registry.

8. The registers and the funds. The beneficial-owner declaration within the month; the register of partners kept current at all times; entries confirmed every five years; CAMTI and CARTI for a new managing partner.

Where the Minister's approval is needed, the statutory periods give a floor of roughly two to three months. That is arithmetic, the sum of the periods above: no processing time is published, and none at all for a seat transfer.