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Corporate / M&A

Monaco

Corporate law in the Principality of Monaco is relatively flexible compared to neighbouring countries. There is very little legislation on corporate law, which leaves significant scope for freedom of contract between parties operating in Monaco.

Under Monaco law, business can be done in one's own name or as a corporate entity and the Principality has four types of commercial companies, each with their own specific characteristics. These are general partnership (société en nom collectif), limited partnership (société en commandite), private limited company (société à responsabilité limitée) and limited company (société anonyme).

While there is much freedom of contract, doing business in Monaco does entail some obligations and official authorisation is mandatory prior to setting up a company in Monaco for the purposes of doing business. Any natural person representing a legal entity or doing business in their own name must also obtain official authorisation to do so.

Mergers and acquisitions are legally recognised and authorised under Monaco law but are not highly regulated either, which is why our experienced team of specialists is on hand to guide investors and residents in Monaco or overseas through any issues relating to corporate law or the merger or acquisition of Monegasque companies.

We can assist with all types of corporate transactions ranging from the sell-off or acquisition of assets or companies, mergers and acquisitions, corporate restructuring and joint ventures to corporate financing transactions like a capital increase with the issuance of new shares or a capital reduction.

We also help with the formalities that must be completed with relevant local authorities to obtain any necessary administrative authorisations and ensure that your transactions comply with statutory requirements.

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    Restructuring

    We support clients seeking to restructure their business in various ways.

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    Sale acquisition of assets and companies

    If your company is seeking to sell or acquire a company or assets, our team of specialists can help.

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    19/05/2020
    COV­ID-19 | Busi­ness / Con­tract Law Up­date
    Act No 1.488 pre­scribes cer­tain con­trac­tu­al sanc­tions in the event of lack of per­form­ance, softens the re­quire­ments for con­ven­ing and hold­ing cor­por­ate bod­ies' meet­ings and con­tains spe­cif­ic pro­vi­sions re­lat­ing to the ap­prov­al of fin­an­cial state­ments of
    21 July 2020
    EU Gen­er­al Court is­sues rul­ing in CK Tele­coms (case T-399/16)
    The Gen­er­al Court cla­ri­fies the leg­al test for non-co­ordin­ated ef­fects in oli­go­poly cases On 28 May 2020, in a land­mark judg­ment the Gen­er­al Court of the European Uni­on an­nulled the European Com­mis­sion's...
    18/05/2020
    COV­ID-19 | Sup­port Meas­ures for Mone­g­asque Com­pan­ies
    The Gov­ern­ment of Monaco has taken ex­cep­tion­al meas­ures to sup­port Mone­g­asque com­pan­ies fa­cing eco­nom­ic dif­fi­culties due to the COV­ID-19 pan­dem­ic. Find out more.
    16 July 2020
    Do earn-out clauses help with M&A trans­ac­tions in­flu­enced by COV­ID-19?
    In times of COV­ID-19, many trans­ac­tions are dif­fi­cult to ne­go­ti­ate, par­tic­u­larly when it comes to the pur­chase price. Can earn-out clauses be of any help? This is a ques­tion that needs to be answered...
    04/05/2020
    End of lock­down in Monaco: our of­fices will re­open on 11 May
    We are de­lighted to an­nounce the re­open­ing of our of­fices on 11 May. Find out more.
    24/04/2020
    COV­ID-19 and Com­pan­ies | Lock­down and gen­er­al as­sembly
    Giv­en the cur­rent health situ­ation, the con­crete mod­al­it­ies of de­con­fine­ment still ap­pear un­cer­tain both in the Prin­cip­al­ity and in the rest of the world. Com­pan­ies may need to con­vene a gen­er­al meet­ing or a board of dir­ect­ors meet­ing in the com­ing days o
    25/03/2020
    COV­ID-19 | Sup­port meas­ures for Mone­g­asque com­pan­ies
    The Gov­ern­ment of Monaco has taken ex­cep­tion­al meas­ures to sup­port Mone­g­asque com­pan­ies fa­cing eco­nom­ic dif­fi­culties due to the coronavir­us COV­ID-19 pan­dem­ic. Find out more.
    07/01/2020
    Act No 1.482 of 17 Decem­ber 2019 for a Di­git­al Prin­cip­al­ity
    On 27 Decem­ber 2019, Act No 1.482 for a Di­git­al Prin­cip­al­ity was pub­lished in Mon­aco's Of­fi­cial Journ­al (Journ­al de Monaco).
    14/10/2019
    CMS Pasquier Ciulla Mar­quet & Pas­tor moves to the “Villa des Cigognes”
    CMS Monaco | New ad­dress from 28 Oc­to­ber 2019
    26 July 2019
    Be­ne­fi­cial Own­ers
    All com­mer­cial and civil com­pan­ies, eco­nom­ic in­terest group­ings and oth­er "leg­al en­tit­ies" lis­ted in the RCI or in any oth­er spe­cial re­gister must dis­close their iden­tity
    24 April 2019
    M&A in Monaco: trends, reg­u­la­tion and prac­tice
    Olivi­er Mar­quet, Stephan Pas­tor and Mat­thieu Mas­sei co-au­thored the Monaco chapter of Cham­bers & Part­ners’ 2019 Glob­al Prac­tice Guide on Cor­por­ate M&A.
    28 February 2019
    Cor­por­ate in­come tax
    Sov­er­eign Or­der n°7,334 of 1 Feb­ru­ary 2019, amend­ing Sov­er­eign Or­der n°3,152 of 19 March 1964 es­tab­lish­ing a cor­por­ate in­come tax, re­cently in­tro­duced a new gen­er­al cap­ping mech­an­ism for de­duct­ible fin­an­cial ex­penses.