The Monegasque SARL: formation and business authorisation
We prepare and steer the authorisation file and the incorporation of your SARL, and tell you at the start what the statute actually requires.
- EUR 15,000 minimum capital (Code de commerce, Art. 35-3)
- Two partners minimum (Art. 35-1)
- The gérant (manager) is a natural person (Art. 35-4)
- 5 working days plus 45 days on the authorisation clock (Loi n° 1.144, Art. 5)
What a Monegasque SARL is, and what we do
A société à responsabilité limitée is the Monegasque private limited company: two or more partners, natural or legal persons, who bear the losses only up to their contribution (Code de commerce, Art. 35-1). Capital starts at EUR 15,000, management belongs to natural persons, and the choice between the forms is settled before a statute is drafted; the company types guide sets them side by side.
The company is the smaller half of the project. Each foreign partner and each foreign gérant must hold a ministerial authorisation before the activity may be carried on (Loi n° 1.144, Arts. 4 3° and 7), and that decision fixes, limitatively, the activities and the premises. We assemble the file, lodge it at the Direction du Développement Économique (DDE), and steer the rest of registering a company in Monaco through to the first annual filing.
What is included
The file from the first activity wording to the first year of obligations.
The authorisation file. The forms, the information notes, the criminal-record extracts and the premises evidence, for every foreign partner and every foreign gérant, lodged at the DDE.
Statutes and capital structure. Private deed or notarial deed, the capital divided into equal parts sociales (the SARL's shares), the duration, the transfer conditions, and the two originals the DDE keeps.
The capital account. The account with a credit institution established in the Principality, and the deposit attestation the registry asks for. We coordinate it; no account is promised.
A premises formula the authorisation can be granted on. Commercial premises, the gérant's home, a domiciliation business or a business-centre formula, each with its own duration cap, matched to the activity the decision will name.
Registration. Transcription of an extract of the statutes at the Greffe Général (the court registry), the incorporation notice (avis de constitution) in the Journal de Monaco (the official gazette), the RCI inside the month, and the beneficial-owner declaration with its two designated responsables (the named officers).
After registration, and the first year. The NIS from IMSEE, the Direction des Services Fiscaux (the tax department), CAMTI and CARTI for a gérant associé (a manager who is also a partner), then the accounts calendar. We are not the notary, the expert-comptable or the bank: we name who is, and coordinate them.
Who may own and run an SARL
Who the statute lets into an SARL, and on what terms.
- Two partners at least and no maximum, natural or legal persons (Code de commerce, Art. 35-1).
- Losses stop at each partner's contribution (Art. 35-1).
- Neither the partners nor the gérant has the status of trader (Art. 35-1). Company in Monaco: Sole Trader and Partnerships in Monaco
- Management belongs to one or more natural persons, partner or not, paid or unpaid, to the exclusion of any legal person (Art. 35-4).
- No gérant may hold more than eight gérant mandates in companies seated in the Principality (Art. 35-4).
- Every foreign partner and every foreign gérant holds a ministerial authorisation (Loi n° 1.144, Arts. 4 3° and 7).
- A Monegasque partner files a déclaration d'exercice (a declaration of activity) instead, and the fifteen-day receipt belongs to that route, not to a foreign founder's authorisation.
- Ordinary decisions are taken by partners representing more than half the capital, unless the statutes require more (Art. 35-5).
- The company may not lend to its gérants or to its natural-person partners: such a contract is void (Art. 35-9).
- The object is commercial. Liberal and civil activities are excluded, as are financial and insurance activities, insurance broking apart. Holding property runs through a civil company instead: the SCI guide
Capital: EUR 15,000, and when it must be paid
EUR 15,000, subscribed in full. The minimum capital of an SARL is EUR 15,000, divided into equal parts sociales and subscribed in full at incorporation (Code de commerce, Art. 35-3).
the statute
the dated government page
published 18 April 2025
applicable from the day after publication; Art. 101 7° limits the period to companies registered after entry into force
Art. 101 7°
Art. 35-3 against the government's SARL page, updated 05/12/2025, which still prints three years. Loi n° 1.573, Journal de Monaco of 18 April 2025, applies from the day after publication. The statute controls
What is actually paid on day one. Cash contributions are released at incorporation at least up to the minimum capital, into an account with a credit institution established in the Principality. Set the capital higher and only the minimum falls due that day.
Eighteen months for the balance. Full release follows within eighteen months at the latest; in default the capital is reduced, at any interested party's request, to what was actually paid (Art. 35-3). Art. 101 7° of Loi n° 1.573 of 8 April 2025 applies that period to companies registered after it took effect.
Contributions other than cash. Contributions in kind are released in full and valued by a commissaire aux apports (a contributions auditor from the accountants' roll) chosen unanimously; waive the valuation unanimously and the partners answer to third parties for the stated value for five years. The statutes may provide for parts en industrie, parts issued for work or know-how, which are inalienable (Art. 35-3-1).
Setting up alone, the form is not the SARL but the single-member SURL, whose minimum capital is EUR 8,000 where the sole member is a natural person (Art. 35-3).
How the formation process works
Eight steps, and only the periods the texts actually publish.
- 01
filing, 5 working days to admissibility, 45 days to the decision
- 02
the extensions (+45 days, or up to 6 months)
- 03
then 1 month to the RCI and 5 working days for the NIS
- 04
with CAMTI and CARTI within a month of starting. Tacit grant of the decision period. No cumulative delivery bar
The authorisation clock, from filing to the NIS: the intervals are the statutory ones, and none of them is a delivery date. Source: Loi n° 1.144, Art. 5; RCI page, 21/05/2026
1. Check the activity and the form. The object has to be commercial, and some activities are closed to the SARL. No period is published for this stage.
2. Draft the statutes and value any contribution in kind. Private deed or notarial deed, a duration of up to ninety-nine years, equal parts sociales, the transfer conditions, and a commissaire aux apports for anything that is not cash.
3. Lodge the authorisation application at the DDE. The complete file, forms n° 355-04-05-26 included, with an information note per partner and the premises evidence (procedure page, updated 30/07/2026).
4. Admissibility, five working days. The Minister of State notifies admissibility, or the inadmissibility of an incomplete file, by registered letter within five working days of filing (Loi n° 1.144, Art. 5).
5. Decision, forty-five days. The period runs from the notification of admissibility, not from filing. One extension of up to forty-five days for complex files, up to six months where information is sought from a foreign body, and silence at the end means the authorisation is deemed granted.
6. Capital account and attestation. The funds go into an account with a credit institution established in the Principality, which issues the deposit attestation the registry requires. No bank period is published, and no account is promised.
7. Greffe Général, gazette, then the RCI. An extract of the statutes is transcribed and the gazette notice published, then registration follows within one month, duty EUR 75, documents in French, beneficial owners and two responsables declared (RCI page, updated 21/05/2026).
8. NIS, tax and the social funds. IMSEE issues the NIS in five working days, the Direction des Services Fiscaux registers the company, and CAMTI and CARTI take the gérant associé within one month of the start of activity.
Added together, the statutory periods give a floor of roughly two to three months for a clean SARL file. That figure is arithmetic, not an average: the DDE publishes none.
Not sure the SARL is the right form for your activity?
Tell us what the activity is and where it will be carried on, and we will map the file before anything is drafted.
Documents and premises the file must prove
What goes into the file, and what it has to prove about the premises.
- Forms n° 355-04-05-26: the application (demande d'autorisation d'exercice) and the individual information note.
- Two originals of the statutes, registered with the tax department before the application is lodged.
- One information note per partner, with a civil-status document and a birth-certificate extract.
- A criminal-record extract less than three months old, from the Greffe Général for residents of Monaco.
- A copy of the passport or identity card for foreign nationals.
- For a company partner: the board or members' resolution, the representative's file, an economic information notice and a commercial-register extract.
- Premises: the file has to prove enjoyment of the place where the activity will be carried on.
- In principle commercial premises, under a commercial lease, a short lease or a convention d'occupation précaire (a precarious occupancy agreement).
- A fourth tenure exists, the statutory office lease of Loi n° 1.433 of 8 November 2016.
- A seat at the gérant's home runs one year, renewable once from the gazette publication, on three conditions: nothing forbids it, no clients received and no goods stored, no employees.
- Caps the official pages do not reconcile: a domiciliation business one year renewable once on the SARL page, the Campus formula three years on the business-centre page. Both wordings are official: company domiciliation in Monaco
- Only supporting documents in French count, and the bank attestation is produced at registration.
The Monegasque SARL at a glance
The profits tax does not look at the legal form: it is 25% for financial years opened from 1 January 2022, and it bites where at least 25% of turnover is realised outside Monaco (O.S. n° 3.152, Arts. 1er and 21; the statute says "25 % au moins", the government pages write "plus de 25%"). The rest sits in corporate tax in Monaco.
| Item | The rule | Source |
|---|---|---|
| Partners | Two at least, no maximum, natural or legal persons; losses limited to the contribution | Code de commerce, Art. 35-1 |
| Minimum capital | EUR 15,000, divided into equal parts sociales, subscribed in full | Art. 35-3 |
| Paid at incorporation | Cash released at least up to the minimum capital, with a credit institution established in the Principality | Art. 35-3; comparison of legal forms, 05/12/2025 |
| Full release of the capital | Within eighteen months, or the capital is reduced at any interested party's request | Art. 35-3; Loi n° 1.573, Art. 101 7° |
| Gérant | One or more natural persons, partner or not, no legal person; eight mandates maximum in Monaco-seated companies | Art. 35-4 |
| Authorisation | Required of every foreign partner and gérant; personal and non-transferable; fixes the activities and the premises | Loi n° 1.144, Arts. 4 3°, 5, 7 |
| Decision clock | 5 working days to admissibility, 45 days from that notification, extendable by 45 days or to six months; silence grants it | Loi n° 1.144, Art. 5 |
| RCI registration | Within one month or registration is refused and the authorisation lapses; duty EUR 75, plus transcription, gazette notice, extracts and postage | RCI page, updated 21/05/2026 |
| Accounts | To the partners within six months of year end, filed with the RCI within three months of approval; the gérant's attestation carries an accountant's visa where there is no auditor | Code de commerce, Art. 51-6; O.S. n° 993, Arts. 4 and 5 |
| Statutory auditor | Compulsory above EUR 150,000 of capital, or on two of three thresholds for two consecutive years: balance sheet above EUR 1,500,000, turnover above EUR 2,500,000, more than 20 employees | O.S. n° 993, Art. 3 |
The Monegasque SARL at a glance: ten rules a founder decides on, each with the article or the dated government page that carries it.
Problems we solve
Five places where a Monaco file goes wrong, and what the texts say instead.
The authorisation is the project, not the company. Registration follows the ministerial decision, and the forty-five days run from the notification of admissibility, not from the day the file is handed in (Loi n° 1.144, Art. 5).
No shelf SARL trades on day one. The authorisation is "personnelle et incessible", personal and non-transferable (Art. 5), and more than six months without trading, without legitimate reason, is a revocation ground (Art. 9 3°). Buying an existing business and filing your own authorisation is the route that works: Company in Monaco: Ready-Made and Existing Companies in Monaco
No nominee gérant, and no lent name. Lending a name to obtain an authorisation is an offence for both sides, punished by a fine of EUR 18,000 to 90,000 (Loi n° 1.144, Art. 15; Code pénal, Art. 26 4°), and substituting other persons in the exercise of the activity is a revocation ground (Art. 9 4°).
Premises with a clock on them. The duration caps run from the gazette publication of the constitution, so the move to the next formula is planned while the first still has months on it.
Substance, not a letterbox. An authorisation may be revoked where the company has no establishment or staff allowing a real activity on Monegasque territory (Art. 9 8°). Premises and people come before the paperwork: hiring staff in Monaco
Ready to start the authorisation file?
Send the activity, the partners and the premises you have in mind, and we will come back with the file and its order.
Why work with us
Camille Perrin, formation and authorisation lead, eleven years on Monegasque business files, in French, English and Italian.
From our practice: writing the activity wording and assembling the premises evidence before anything is lodged, taking the file through the DDE and the Monaco Business Office, and registering at the RCI inside the month, with the notary booked where the form needs one.
Prepared by Camille Perrin · Reviewed by Julien Rossi · Updated {{BUILD_DATE}}
Start the file
Send the activity, the partners and the premises, and we will 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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