Société anonyme monégasque (SAM): formation and constitution authorisation
We prepare and steer the constitution authorisation file and the incorporation of your SAM.
- Capital EUR 150,000 (Art. 15)
- Two shareholders, two administrators minimum (Art. 22)
- Statutes approved by ministerial decree (Art. 11)
- 5 working days plus 45 days (Art. 13)
What a SAM is, and what we do
A société anonyme monégasque is Monaco's joint-stock company: two shareholders minimum, capital from EUR 150,000 (Loi n° 1.573 of 8 April 2025, Art. 15), one of the types of companies in Monaco.
Constitution depends on an administrative authorisation, and the same arrêté ministériel (ministerial decree) approves the statutes, whatever the founders' nationality (Art. 11). The file is the project, on its own clock, not that of opening a company in Monaco. Title III applies since 30 September 2025 (O.S. n° 11.486, Art. 20).
What is included
Six blocks, in the file's order.
The authorisation file. Form n° 355-04-05-26, the shareholder and premises notices, civil-status and criminal-record documents.
Statutes and the subscription declaration. Private or notarial deed, a notary booked where needed (Arts. 12, 17).
Capital and contributions. The EUR 150,000, Art. 16 put to counsel, a commissaire aux apports for contributions in kind.
Premises the authorisation will accept. The tenure or business-centre formula open to a SAM.
The constitutive meeting and the first board. Appointments, and the représentant permanent a legal person names (Art. 25).
After the decree. Greffe Général, gazette, RCI, then the auditor and the annual chain. We are not the DDE, a notary, an auditor or a bank.
Who may own and run a SAM
Arts. 22 to 27 set no residence condition, and we assert none.
- Two shareholders at least, no maximum, natural or legal.
- An authorisation is required whatever the founders' nationality (Art. 11).
- Two administrators at least, shareholders or not (Art. 22).
- Six-year terms at most, revocable at any time (Art. 22).
- A legal-person administrator names a représentant permanent (Art. 25).
- Board quorum: half the members, remote attendance unless barred (Art. 24).
- Twelve SAM boards per person, eight as president (Art. 26).
- Qualification shares optional, six months to regularise (Art. 27).
- The president manages, or a directeur général (Art. 23).
- A commercial or a civil object; property runs through SCI Monaco.
Capital: EUR 150,000, and what Article 16 actually requires
The minimum. EUR 150,000, fixed by Art. 15, unchanged in 2025.
EUR 150,000 minimum capital. Right panel: Art. 16 al. 1 quoted whole in French with an English gloss
Art. 16
the two readings side by side
neither marked as the rule
a line saying counsel confirms before the statutes are drafted. Footer strip: the balance within eighteen months
Art. 16
contributions in kind fully paid at constitution
Art. 16
Arts. 15 and 16: both readings drawn, neither settled
What Article 16 al. 1 says. "du quart au moins ... sans que la libération du capital puisse être inférieure au capital minimal requis".
Why it is not settled. A quarter of each subscriber's cash shares, or never less than EUR 150,000: no official gloss exists, counsel settles it.
The balance, and contributions in kind. Called up within eighteen months of the first constitutive meeting; contributions in kind are paid in full at constitution, and fraudulent over-valuation carries one to five years (Arts. 16, 69).
A CCAF-licensed SAM escapes it: that capital is paid in cash (Loi n° 1.338, Art. 6).
How a SAM is constituted, step by step
1. Object, name and form. The name carries "société anonyme monégasque" or "S.A.M." and the capital (Art. 10).
- 01
filing at the DDE, 5 working days to the admissibility notice (Art. 13 al. 1), 45 days from that notice to the decision (al. 3) with the tacit grant of it
Art. 13
- 02
one extension of 45 days at most (al. 4)
- 03
the stops drawn as pauses (documents requested, a foreign body's decision awaited, the arrêté ministériel published in the Journal de Monaco, then the three-mon
Art. 20
Statutory intervals, not delivery dates; the floor is our computation
2. Premises and capital plan. The tenure the authorisation accepts, the Art. 16 reading confirmed.
3. Statutes and the subscription declaration. A private or a notarial deed (Arts. 12, 17); both government pages still require a Monegasque notary, so one is booked.
4. Filing at the DDE. Form n° 355-04-05-26 and the documents (procedure page, 30/07/2026).
5. Admissibility, five working days from the deposit, by registered letter (Art. 13).
6. Decision, forty-five days from that notice, extendable once, stopped while documents are awaited; silence grants it (Art. 13).
7. The decree, then the constitutive meeting at a 50% quorum, appointing the first administrators (Arts. 39, 17).
8. The publicity block, three months from publication: Greffe deposit, gazette extract, RCI registration at EUR 100 (RCI page, 21/05/2026), or the authorisation lapses.
Added up: four to six months at the earliest, our computation, not an average.
Not sure the SAM is the right form for your activity?
Tell us the activity, who holds the shares and where the office sits.
Documents and premises the file must prove
Asking rents at that size ran EUR 2,000 to 3,600 a month [market: chambre-immobiliere-monaco.mc, accessed 2026-09-08], not a State figure.
- Application form n° 355-04-05-26.
- One individual information note per shareholder.
- A civil-status document and a birth-certificate extract.
- A criminal-record extract under three months.
- For a subscribing company: its resolution, its representative's papers, a beneficial-owner notice, a register extract.
- A premises information note.
- Commercial premises: commercial lease, short lease or convention d'occupation précaire.
- Or the statutory office lease of Loi n° 1.433 of 2016, five years minimum.
- Or the bureaux privatifs (private offices) of a domiciliation business.
- In a business centre, 25 sqm minimum in Bureau exclusif; Campus excludes SAMs, no formula covers a regulated activity (business-centre page, 05/12/2025).
The SAM at a glance, and the year that follows
A SAM's actions transfer without government approval, unlike parts sociales of the Monegasque SARL sold to a foreigner (SAM page, 05/12/2025).
| Item | The rule | Source |
|---|---|---|
| Shareholders | At least two, natural or legal persons, no maximum | Government SAM page, 05/12/2025 |
| Minimum capital | EUR 150,000 | Loi n° 1.573, Art. 15 |
| Payment at constitution | "du quart au moins du montant des actions de numéraire par lui souscrites, sans que la libération du capital puisse être inférieure au capital minimal requis": the reading is open, and counsel settles it before drafting | Art. 16 al. 1 |
| The balance | Called up within eighteen months of the first constitutive meeting, on a board decision | Art. 16 al. 2 |
| Contributions in kind | Paid up in full at constitution, valued by a commissaire aux apports who may not be the company's own auditor | Arts. 16 al. 3, 18 |
| The board | At least two administrators, paid or unpaid, "choisis parmi les actionnaires ou en dehors d'eux"; six years at most, three where the statutes name them; removable at any time | Arts. 22, 17 al. 5 |
| Mandate caps | Twelve Monaco-seated SAM boards, eight as president, administrateur-délégué or directeur général; civil fine of EUR 1,000 to 10,000 and up to EUR 500 a day | Art. 26 |
| The shares | Registered form; negotiable only after the company is registered, and contribution shares one year after the constitution | Arts. 55 al. 1, 54 |
| Transfers | Free of government approval, but the statutes may impose approval, pre-emption or inalienability of five years at most, a transfer in breach being void; duty 1%, single fixed duty EUR 50 since 1 October 2023 | Arts. 60, 56, 59; Loi n° 580, Arts. 9 6°, 2 |
| The authorisation clock | Admissibility in five working days, decision in forty-five days from that notice, one extension of forty-five days at most, the period stopped while documents or a foreign body's decision are awaited, silence granting it | Arts. 13, 11 |
| Publicity and registration | Three months from publication of the decree: the Greffe deposit, displayed three months, the gazette extract and the RCI entry at EUR 100, on French-language filings only; miss it and the authorisation lapses | Art. 20; RCI page, 21/05/2026 |
| The audit | One or two commissaires aux comptes in every SAM, for three consecutive financial years, from the roll of the Order | Loi n° 408, Arts. 8, 9, 10 |
Twelve rules, each with its article.
| Duty | Deadline | Source |
|---|---|---|
| Approve the accounts | Within six months of the year end | Accounts-filing page, archived 2026-09-06 |
| Hold the annual meeting | Not less than two months after the accounts reached the auditors, unless they agree in writing | Loi n° 408, Art. 23 |
| File at the RCI | Within three months of that meeting: the auditors' attestation, which states whether the activity matches the authorised one, and their report; the filed accounts are not public | Accounts-filing page, archived 2026-09-06 |
| Meet, and let a minority speak | Meetings on Monegasque territory; first-call quorums of 25%, 20% and 50%; 10% of the capital may require a meeting and add agenda items, 25 days before, with documents 15 days before and written questions by the fourth working day | Arts. 32, 37 to 39, 29, 30; O.S. n° 11.486, Arts. 8, 11, 12 |
| Change the statutes | The object and the legal form need the Minister of State's prior authorisation, and the essential object cannot be changed at all; other amendments are declared within 30 days | Arts. 41, 42; O.S. n° 11.486, Art. 14 |
| Appoint or replace an administrator | An amending RCI entry, form S2 or C2, duty EUR 50 | Administrator page, updated 17/02/2026 |
| Equity below half the capital | Extraordinary meeting within six months of the accounts' approval, the decision notified to the Director of Economic Development within 30 days; and no authorisation survives six months without exercising | Arts. 48, 49; Loi n° 1.144, Art. 9 3° |
The year after registration, deadline by deadline.
The profits tax bites where at least 25% of turnover, "25 % au moins", is realised outside Monaco (O.S. n° 3.152); Monaco's corporate tax rate is in the tax guide.
Problems we solve
The authorisation is the project, not the company. The forty-five days run from the admissibility notice, silence granting it (Arts. 11, 13).
No SAM comes ready to trade. The essential object cannot be changed (Art. 41), and the auditors attest yearly that the activity matches. The lawful route: shelf company Monaco.
The public explainers are pre-2025. The SAM page (05/12/2025) still gives the repealed Ordinance of 5 March 1895, the procedure page (30/07/2026) deadlines Art. 20 replaced with one three-month block. Existing SAMs align within thirty-six months (Art. 100): September 2028, our arithmetic.
No nominee administrator, no lent name. An offence for both sides, fined EUR 18,000 to 90,000 (Loi n° 1.144, Art. 15), and void unless the register names both (Loi n° 721): a nominee shareholder in Monaco.
Some activities can only be a SAM. A licensed financial activity runs through a SAM or a foreign credit institution's branch, capital higher and paid in cash: an asset management licence in Monaco. A multi family office too (Loi n° 1.439).
Ready to start the constitution file?
Send the object, the shareholders and the premises.
Why work with us
Camille Perrin, formation and authorisation lead, eleven years on Monegasque business files; French, English, Italian.
From our practice: the activity wording and premises evidence assembled before filing, the dossier steered through the Direction du Développement Économique, the RCI entry filed, the gazette followed.
Prepared by Camille Perrin · Reviewed by Julien Rossi · Updated {{BUILD_DATE}}
Start the file
Tell us the activity and we map the file.
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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