The National Council of Monaco, at its meeting on April 3, 2025, adopted a major reform of company law aimed at modernizing and simplifying the legal framework. This reform includes important measures such as the creation of the civil partnership and the SRL - single-member Limited Liability Company ("SARL à Associé Unique"). These innovations are designed to make business management more flexible and to increase the economic attractiveness of the Principality.
The civil partnership is one of the main innovations. It allows professionals to share human and material resources, thus offering a more flexible and economical solution for pooling work tools. On the other hand, the introduction of the single-member Limited Liability Company meets a concrete need of individual entrepreneurs, offering them a dedicated legal structure while maintaining full control over their activity. This simplified form of company is particularly suitable for people who wish to operate within a secure legal framework without being obliged to join forces with other partners.
The reform is also accompanied by simplification measures aimed at facilitating administrative procedures and strengthening the rights of minority shareholders. Among the notable changes, companies can now hold board meetings and general meetings by videoconference, an important step forward for corporate flexibility. In addition, the elimination of the requirement for prior authorization from the Minister of State in certain situations and the possibility of creating a Monegasque public limited company ("SAM - Société Anonyme Monégasque") by private deed also simplify administrative procedures.
Another important aspect of the reform is the introduction of a right of alert for minority shareholders in SAMs, who can now report any threat to their interests. The reform also introduces a conciliation procedure to avoid bankruptcy, allowing companies in difficulty to find an amicable solution with their creditors in a secure and confidential framework. This mechanism aims to restructure companies' liabilities before they reach a major financial crisis.
Finally, the Monegasque government is also working on the reform of collective proceedings to better support the survival of viable companies in difficulty.
This reform represents a turning point for company law in Monaco, offering innovative solutions tailored to the needs of entrepreneurs. It aims to simplify administrative procedures while protecting the rights of shareholders, and contributes to strengthening the competitiveness of the Principality.
We will provide further updates when the finalized law and sovereign ordonnances are published.
Any queries in respect of this subject please contact Stéphane Alexandre, Head of Legal at s.alexandre@rosemont.mc