This question is all the more sensitive given that the founders are personally liable for concluding contracts on behalf of a company that does not yet exist.
In France, the answer has long been provided by the Commercial Code and case law. In Monaco, a more heterogeneous regime prevailed for a long time until the adoption of Law No. 1.573 of 8 April 2025, which harmonises and thoroughly modernises Monegasque company law. In particular, it introduces Article 1672-5 of the Civil Code, which establishes a system for the re-introduction of acts inspired by French law.
I. The emergence of legal personality: from diversity to standardisation
A. In French law: a long-established and clear principle
In France, Article L. 210-6 of the Commercial Code lays down a simple principle:
"A company has legal personality from the date of its registration in the Trade and Companies Register.
Prior to this registration, the company has no legal existence: it cannot enter into contracts or be a party to legal proceedings. Acts done in its name bind only its signatories, unless they are duly assumed after registration.
B. In Monegasque law: a major reform with Law No. 1.573 of 8 April 2025
Prior to 2025, the date of birth of a legal personality varied according to the type of company: at the signing of the articles of association for civil law companies, at the constituent meeting for public limited companies, or at the time of administrative authorisation for certain commercial forms. This diversity gave rise to considerable legal uncertainty.
Law No. 1.573 of 8 April 2025 puts an end to this uncertainty by aligning Monegasque law with the French standard:
All companies now acquire legal personality on the date of their registration with the Trade and Industry Registry (RCI).
This reform marks a welcome unification of the legal regime and strengthens the security of preparatory acts.
II. The resumption of acts performed on behalf of the company in formation
A. Under French law: an old regime
Three methods of resumption are recognised by case law and doctrine:
Annexation to the statutes: acts expressly annexed to the act of incorporation are automatically resumed.
Mandate of the shareholders: a founder may be mandated to act on behalf of the company in formation.
Post-registration decision: the organs of the company may decide to expressly take over the acts.
The effect of the assumption is retroactive: the company is considered to have been a party to the act from the outset and the founders are released from their obligations.
B. In Monegasque law: the introduction of Article 1672-5 of the Civil Code
Law No. 1.573 introduces Article 1672-5 into the Civil Code, which codifies for the first time in Monaco the principle of the resumption of acts performed on behalf of a company in formation. It provides:
Acts performed on behalf of a company in formation may be resumed by the company after its registration, in accordance with the conditions laid down by sovereign decree.
This text, which is very similar in spirit to French law, aims to protect the founders while at the same time safeguarding the contractual commitments entered into beforehand. The takeover entails the transfer of rights and obligations to the company, which becomes retroactively liable for them.
The specific conditions (form of decision, time limits, legal effects) will be laid down in an implementing decree which will complete the new mechanism.
The Monegasque reform resulting from Law No. 1.573 of 8 April 2025 is an important step towards modernising and securing company law. By harmonising the rules on the creation of legal personality and introducing a mechanism for the takeover of acts similar to that in France, Monaco is strengthening its economic attractiveness while providing a clearer framework for practitioners and investors.
This alignment of legal systems, while preserving the institutional specificities of the Principality, illustrates the desire to ensure a stable and predictable business environment in line with European standards.
For more information, please contact Stephane Alexandre, Head of Legal: s.alexandre@rosemont.mc