Company liquidation in Monaco: dissolution, liquidation and strike-off
We prepare and steer the file that closes a Monegasque company: the meeting, the two register filings, the tax closure and the strike-off.
- Two filings, each inside one month (Loi n° 721)
- Duty EUR 25 a formality, EUR 50 for a joint-stock company
- The tax cessation is declared in person, and free
- No lawful dormant company beyond six months (Art. 9 3°)
What closing a Monegasque company means
Closing runs the formation route backwards. One meeting pronounces the dissolution, appoints a liquidator and fixes the liquidation's registered address; two entries at the RCI follow, each inside a month; the Journal de Monaco publishes; the tax accounts close (the government strike-off page, 25/02/2026). It also has to account for the authorisation the company registration page obtained: six months without trading, without a legitimate reason, is a ground to revoke it.
We prepare and steer the file and coordinate the Monegasque professionals entitled to the rest: we are not the notary, not an expert-comptable or comptable agréé (Loi n° 1.231 of 12 July 2000), not a commissaire aux comptes, not an avocat-défenseur, not a syndic and not a bank.
What is included
We never take the liquidator's mandate and we do not supply a liquidator.
The route decision. Solvent, or in cessation des paiements (cessation of payments): the first is the partners' decision, the second the court's. Then whether there is a liquidation at all.
The meeting. One meeting, three decisions: dissolution, the liquidator's appointment, the liquidation's registered address, with the majority the company's form requires.
The first filing. Form S2 in duplicate with the original minutes in duplicate, in French, entered at the RCI inside the month of the deed.
Transcription and gazette. The transcription at the Greffe Général and the gazette notice, arranged by the DDE at the company's cost; for a société anonyme, the thirty-day declaration to the Minister of State.
The tax closure. The cessation declared in person at the Division des Taxes, the final profits-tax return, the VAT cessation declaration and the final VAT return.
The side formalities. Vehicle registrations and plates back to the Service des Titres de Circulation, the NIS strike-off at IMSEE, and the place in Monaco where the records will be kept.
The strike-off. Form S3 in duplicate with the closing minutes inside the month of the closing deed, and keeping the file inside the one-year default of Loi n° 721, Art. 10-1.
Which closing route applies to your company
The first question is not how but which route, and whether the business should be sold rather than closed: Company in Monaco: Businesses for Sale in Monaco
| Situation | What happens | Liquidation? | Article and source |
|---|---|---|---|
| Solvent trading company, the partners decide | Dissolution, a liquidator, then the strike-off. Early dissolution by the partners is one of the seven statutory causes, alongside expiry of the term and a judgment dissolving the company for just cause | Yes | Code civil, Art. 1703 1° to 7°; Code de commerce, Art. 51-5 |
| Single-member SARL (SURL) | Universal transfer of the estate to the sole member; where that member is a natural person, only if the company is solvent. The government page does not describe this route, so it is confirmed case by case with counsel | No | Code de commerce, Art. 35-8 al. 2, sending to Code civil, Art. 1703-1 al. 3 |
| All shares gathered in one hand, other forms | One year to regularise, a further year at most by judicial extension, then dissolution by law and universal transfer. Not an SARL, which may lawfully have one member | No | Code civil, Art. 1703-1; Code de commerce, Art. 35-8 al. 1 |
| Merger or demerger | Strike-off inside the month, on two originals of both companies' minutes and the deed registered with the tax department | No | Code civil, Art. 1709; O.S. n° 2.853, Art. 9 3° |
| Société civile not subject to authorisation, with no assets and no liabilities | Dissolution and strike-off by a simple declaration signed by all the partners and the managers. Closed to a trading company: Loi n° 721 carries no equivalent | No | Loi n° 797, Art. 6-3-1 |
| No legal person is dissolved: a sole trader, a group administrative office (the administrative office guide) or the Monegasque establishment of a company that wants to open a branch in Monaco | The registered person requests the strike-off inside the month of the total and final cessation. That this covers a branch is our reading of "dans les autres cas"; no official page describes closing one | None | Loi n° 721, Art. 4-3 al. 3 |
| Cessation des paiements | The partners cannot close it. The Tribunal de première instance decides, on the debtor's declaration at the Greffe Général within fifteen days, on a creditor's summons, or of its own motion | Court procedure | Code de commerce, Arts. 408, 576 3° |
Seven situations, who takes the decision, and whether a liquidation happens at all.
How a solvent closing runs, step by step
1. Test solvency first. Partners cannot close a company in cessation des paiements: the declaration is due at the Greffe Général within fifteen days (Code de commerce, Art. 576 3°).
- 01
the meeting's three decisions
- 02
then 1 month to enter the dissolution
- 03
then the transcription and the gazette notice marked "no published processing time"
- 04
then the liquidation with its 1-year default and renewable yearly extension
- 05
then the closing deed
- 06
then 1 month to request the strike-off
- 07
then the certificate at EUR 15. Underneath it a second track for tax: the cessation declared in person and free
- 08
the profits-tax return in the month following the month of cessation
- 09
the VAT cessation and final return at 30 days each. No cumulative bar and no summed total
Statutory periods that bind the company, not delivery dates
2. The meeting takes three decisions. Unanimity in an SARL, SNC or SCS (Art. 51-5); in a société anonyme the majority its statutes fix, on a 50% quorum, the second meeting no sooner than a month (Loi n° 1.573 of 8 April 2025, Art. 39); in an SURL the sole member decides.
3. File the dissolution inside the month of the deed, or it cannot be set up against third parties (Loi n° 721, Art. 4). Every other amending entry belongs to share transfers in a Monegasque company.
4. Transcription and gazette. The entry follows the transcription at the Greffe Général and the notice in the Journal de Monaco. A société anonyme first declares the statute change to the Minister of State within thirty days, then publishes a succinct notice.
5. Declare the cessation to the tax department. Compulsory, free and made in person at the Division des Taxes counter (the tax cessation page, 30/07/2026). The returns follow: profits tax, then VAT.
6. The liquidation work itself. Realising the assets, paying the debts, distributing what is left. No Monegasque statutory regime for a solvent liquidation was located; what is published is that partitions between partners follow the rules of succession partitions (Code civil, Art. 1710).
7. The side formalities. Vehicle registrations and plates back to the Service des Titres de Circulation; the NIS strike-off at IMSEE; the place in Monaco where the records will be kept, which the strike-off request asks for. Employees and the social funds sit outside this page's sources.
8. Close the liquidation and request the strike-off inside the month following the closing deed (Loi n° 721, Art. 4-3). If the liquidator does not file, the Director may strike the company off ex officio.
No processing time is published for any of these steps, and the only clock on how long a liquidation may run is the one-year default of Loi n° 721, Art. 10-1, extendable year by year. This page gives no total duration.
Not sure your partners may close the company themselves?
Send the form, the balance sheet and the date trading stopped.
The two filings, their clocks and what the State charges
The duties come from the register's own ordinance; the full RCI tariff, searches and extracts sit on Company in Monaco: The Monaco Company Register (RCI)
| Step | Deadline | What is filed | State duty | Article and source |
|---|---|---|---|---|
| The meeting's three decisions | No period published | Minutes recording the dissolution, the liquidator and the liquidation address | None | Government strike-off page, 25/02/2026 |
| Dissolution entered at the RCI | One month from the deed; an incomplete file is suspended and completed inside a month | Form S2 in duplicate, the original minutes in duplicate, in French | EUR 25, or EUR 50 for a joint-stock company | Loi n° 721, Arts. 4, 6; O.S. n° 2.853, Arts. 3, 16 I 2° |
| Transcription at the Greffe Général and the gazette notice | No published processing time | Arranged by the DDE, at the company's cost | The deed and the notice are charged, no amount published | Government strike-off page, 25/02/2026 |
| Société anonyme: statute change declared to the Minister of State | Thirty days from the meeting, as the government page states it, not as a statutory period | The change, against a receipt, then a succinct gazette notice | Not published | SAM statute-change page, 21/05/2026 |
| Cessation declared to the Direction des Services Fiscaux | In person, no period published | The declaration, filled in at the Division des Taxes counter | Free | Tax cessation page, 30/07/2026 |
| Final profits-tax return | The month following the month in which the cessation became effective; the tax is immediately payable | The results since the end of the last tax period | None | O.S. n° 3.152, Art. 29 1 |
| VAT cessation and final return | Thirty days, and thirty days | The cessation declaration, then the final return | None | Code des taxes sur le chiffre d'affaires, Art. 70 3 and Annex Art. A-142 |
| The liquidation itself | One year after the dissolution is entered, unless the liquidator asks for an extension for the needs of the liquidation, valid a year and renewable | The request for the extension | None | Loi n° 721, Art. 10-1 |
| Strike-off requested | One month after the deed closing the liquidation operations | Form S3 in duplicate, the closing minutes, the liquidator's identity document | EUR 25, or EUR 50 for a joint-stock company | Loi n° 721, Art. 4-3; O.S. n° 2.853, Arts. 9, 16 I 2° |
| The certificate, and what survives | Records kept ten years, available in Monaco at a place notified to the register | The place of keeping, stated on the strike-off request | EUR 15 for the certificate of strike-off | O.S. n° 2.853, Art. 16 II; Loi n° 721, Art. 16 II |
The two filings, their statutory clocks and what the State charges.
Two formalities are involved, so the duty is paid twice: EUR 50 in all for an SARL, SURL, SNC or SCS, EUR 100 for a joint-stock company. That total is our arithmetic on the per-formality figure, not a published figure. The transcription deed, the gazette notice and postage are charged with no amount published, and no official page states a registration duty on the dissolution or the closing deed.
The tax closure: three declarations and two traps
A dissolution is a cessation of business. For the profits tax it ranks with a transfer of the seat abroad or a merger (Art. 29 3): the final return falls due in the month following the month of cessation, the tax immediately payable. The rate itself is Monaco's corporate tax rate.
Gains on fixed assets. They enter the base for half their amount where the cessation comes less than five years after the creation or purchase of the business, and for one fifth after that (Art. 11 3).
The counter is physical. The cessation declaration at the Direction des Services Fiscaux is compulsory, free and made in person: the one step of a closing that is not done from abroad.
VAT. The cessation is declared within thirty days and the final return filed within thirty days. Goods still held when the taxable activity stops, where VAT was deducted, are treated as a supply for consideration.
Who answers for the tax. Directors, managers and legal representatives are jointly and severally engaged with the tax administration on the base, the litigation and the recovery of the tax (Art. 30).
Doing nothing is not a route
1. Six months without trading. More than six months without trading, without a legitimate reason, is a ground to suspend or revoke the authorisation (Loi n° 1.144, Art. 9 3°); so are premises that no longer suit (Art. 9 2°) and no installation or staff allowing an effective activity (Art. 9 8°).
- Loi n° 1.144 Art. 9 3°, more than six months without trading Loi n° 1.144
- Loi n° 721 Art. 4-1 1°, a maintained registration capped at six months Loi n° 721
- Loi n° 721 Art. 9-1, formal notice then the President of the Tribunal de premiere instance. Beneath them the fine ladder, EUR 5,000 then EUR 20,000, EUR 50,000 Loi n° 721
- at the end, the ex officio strike-off one year after the dissolution is entered
Three separate texts converge on six months, and the register's fines sit behind them
2. The register caps the pause. A total cessation is declared to the register, and the registration kept for a period that cannot exceed six months (Loi n° 721, Art. 4-1 1°).
3. Then the formal notice. Six months after a total and final cessation is entered, the Director gives formal notice: declare that trading continues, file the dissolution, or request the strike-off; a sworn agent may first establish the cessation on site (Arts. 9, 9-1).
4. Then the court. One month later, without a legitimate reason, the Director asks the President of the Tribunal de première instance to strike the company off; after a dissolution is entered he may do it himself a year later (Art. 10-1).
5. And the fines. The register's fine regime covers the registration duties, including the declaration of a dissolution, which is our reading of Art. 25: thirty days' formal notice, a first fine up to EUR 5,000, then up to EUR 20,000, EUR 50,000 or EUR 100,000 by turnover, directors and partners personally exposed.
Problems we solve
The simple declaration is not yours. Loi n° 797, Art. 6-3-1 opens it to a société civile not subject to authorisation with no assets and no liabilities. A trading company with an empty balance sheet still dissolves and liquidates.
Nobody publishes a closing time, so we publish the clocks. The two one-month periods, the thirty-day tax periods and the one-year default, instead of a range no source carries.
Originals, not certified copies. The ordinance asks for deux exemplaires originaux, two originals, with the gazette notice, and that document belongs to the no-liquidation route of a single-member company (O.S. n° 2.853, Art. 9 2°).
Close it or sell it, but do not park it. Selling the company or its shares to a buyer who then obtains his own authorisation is the lawful alternative: Company in Monaco: Ready-Made and Existing Companies in Monaco. A company nobody closes is struck off ex officio a year after the dissolution.
We never take the liquidator's mandate. No official text states who may be a liquidator in Monaco, and lending a name to obtain an authorisation is an offence for both sides, punished by a fine of EUR 18,000 to 90,000, not by prison (Loi n° 1.144, Art. 15; Code pénal, Art. 26 4°).
Ready to start the closing file?
Tell us the form and the date trading stopped, and we will map the file.
Why work with us
Camille Perrin, formation and authorisation lead, eleven years on Monegasque business files, in French, English and Italian.
From our practice: drafting the meeting that takes the three decisions, filing the amending entry inside the month, following the transcription and the gazette notice, and assembling the strike-off request.
Prepared by Camille Perrin · Reviewed by Julien Rossi · Updated {{BUILD_DATE}}
Close the company properly
Tell us the form, the balance sheet and the date trading stopped.
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.
The authorisation is personal and non-transferable, and it names the activity and the premises. Nothing on this site is sold ready to trade.
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