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Corporate / M&A

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.Our ser­vices cov­er both in­tern­al cor­por­ate re­struc­tur­ing and trans­form­ing you
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.We sup­port you through each phase of selling or ac

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05/01/2023
CMS Monaco ad­vised the ma­jor­ity share­hold­ers of Ra­dio Rivi­era SAM in the...
Rivi­era Ra­dio is a ra­dio sta­tion based in Monaco, of­fer­ing mu­sic from the 70's to today, as well as pro­grams ded­ic­ated to cul­ture, busi­ness and sports. It is the only Eng­lish-lan­guage ra­dio sta­tion in...
15/07/2022
EU­'s Gen­er­al Court con­firms Com­mis­sion's new mer­ger re­fer­ral policy in...
Un­der Art­icle 22 of the EU Mer­ger Reg­u­la­tion (EU­MR), na­tion­al com­pet­i­tion au­thor­it­ies have the pos­sib­il­ity to re­quest re­fer­ral to the Com­mis­sion of any mer­ger, which does not meet the thresholds of the...
24/06/2022
Reg­u­la­tion on for­eign sub­sidies is head­ing for the fin­ish line - European...
Since 5 May 2022, EU tri­logue ne­go­ti­ations have been un­der­way on the first Reg­u­la­tion to lim­it the ef­fect of sub­sidies from third coun­tries to com­pan­ies act­ive in the EU. That an agree­ment will be reached...
01/06/2022
CMS Next
What’s next? In a world of ever-ac­cel­er­at­ing change, stay­ing ahead of the curve and know­ing what’s next for your busi­ness or sec­tor is es­sen­tial.At CMS, we see ourselves not only as your leg­al ad­visers but also as your busi­ness part­ners. We work to­geth­er with you to not only re­solve cur­rent is­sues but to an­ti­cip­ate fu­ture chal­lenges and in­nov­ate to meet them.With our latest pub­lic­a­tion, CMS Next, our ex­perts will reg­u­larly of­fer you in­sights in­to and fresh per­spect­ives on a range of is­sues that busi­nesses have to deal with – from ESG agen­das to re­struc­tur­ing after the pan­dem­ic or fa­cing the di­git­al trans­form­a­tion. We will also share with you more about the work that we are do­ing for our cli­ents, help­ing them in­nov­ate, grow and mit­ig­ate risk.To be able to provide you with the best sup­port, we im­merse ourselves in your world to un­der­stand your leg­al needs and chal­lenges. However, it is equally im­port­ant that you know who we are and how we can work with you. So, we in­vite you to meet our ex­perts and catch a glimpse of what is hap­pen­ing in­side CMS.En­joy read­ing this pub­lic­a­tion, which we will up­date reg­u­larly with new con­tent.CMS Ex­ec­ut­ive Team
23/05/2022
Ten key takeaways of the draft re­vi­sion for the EU mer­ger con­trol pro­ced­ure
Fol­low­ing its eval­u­ation of pro­ced­ur­al and jur­is­dic­tion­al as­pects of EU mer­ger con­trol, on 6 May 2022 the European Com­mis­sion pub­lished drafts for a re­vised Mer­ger Im­ple­ment­ing Reg­u­la­tion (in­clud­ing Form...
21/04/2022
En­ergy: Con­sequences of not ex­er­cising an op­tion
In Thurcroft Power Lim­ited v. Volta En­ergy Group Lim­ited [2022] EWHC 338 (Comm), the Com­mer­cial Court de­cided that an op­tion agree­ment con­cern­ing the early stages of a bat­tery stor­age de­vel­op­ment did...
28/03/2022
The rise of ar­bit­ra­tion in post M&A dis­putes
The CMS European M&A Study 2022 provides an in­sight in­to the M&A-mar­ket and the use of ar­bit­ra­tion in resolv­ing dis­putes res­ult­ing from M&A deals. This study cov­ers over 400 shares and as­sets deals across...
07/03/2022
EU and UK Sanc­tions against Rus­sia: a fo­cus on the Fin­an­cial Sec­tor
In re­cent days the EU and the UK have ad­op­ted and ex­pan­ded a num­ber of  sanc­tions meas­ures against Rus­si­an and Be­larus­i­an in­di­vidu­als and com­pan­ies. This art­icle fo­cuses on re­strict­ive meas­ures dir­ec­ted...
01/03/2022
Pro­posed man­dat­ory cor­por­ate sus­tain­ab­il­ity due di­li­gence re­quire­ments...
On 23 Feb­ru­ary 2022, the European Com­mis­sion ad­op­ted a long-awaited pro­pos­al for a Dir­ect­ive on cor­por­ate sus­tain­ab­il­ity due di­li­gence for widely-defined spe­cified “com­pan­ies”. The pro­pos­als are wide...
02/02/2022
TAX­A­TION OF "DIR­ECT­OR’S" FEES IN MONACO
Al­though Mone­g­asque com­pan­ies are gen­er­ally aware that the costs of dir­ect­or’s fees are tax de­duct­ible, it is still worth of­fer­ing an over­view of the finer points of this re­gime.Cor­por­ate in­come tax...
16/12/2021
Leg­al guide for com­pany dir­ect­ors and CEOs in Monaco
ESG ob­lig­a­tion for Dir­ect­ors and CEOs 1. Do ex­ist­ing dir­ect­ors’ du­ties con­tain ob­lig­a­tions that ap­ply to mat­ters that could be cat­egor­ised as an ESG con­sid­er­a­tion, e.g. the en­vir­on­ment, em­ploy­ee...
30/11/2021
Elec­tron­ic sig­na­ture: the gov­ern­ment is now a cer­ti­fy­ing body
What is an elec­tron­ic sig­na­ture or an elec­tron­ic seal? The elec­tron­ic sig­na­ture is the term at­tached to the sig­na­ture, in an elec­tron­ic format, by a nat­ur­al per­son (rep­res­ent­ing a leg­al per­son)1.The...