Changing Managers or Shareholders in Monaco

Overview

Changes to company management and ownership are common events requiring formal declaration and notification. Procedures vary depending on company legal form (SARL, SAM, SNC, etc.). This guide covers the main procedures for declaring management and ownership changes.

SARL Manager Changes

Current SARL Structure

A SARL (Private Limited Company) has:

• Members: Shareholders who own the company
• Manager: One person appointed to manage the company
• Management decision: Members decide who will manage
• Sole authority: Manager typically has sole management authority

Appointing a New Manager

Process:

1. Members decide: Hold member meeting or obtain written decision
2. Appoint manager: Member vote to appoint new manager
3. Record decision: Prepare minutes of decision
4. New manager identification: Gather new manager details (name, DOB, address, nationality)
5. Obtain acceptance: New manager must accept appointment
6. Notify RCI: Declare manager change to Business Development Agency

Documentation:

• Decision of members (AGM minutes or written decision)
• Manager appointment document
• New manager identification (copy of ID/passport)
• Resignation letter (if removing previous manager)

Timelines:

• Decision can be made informally or at formal meeting
• Declaration to RCI should be within 1 month
• Journal de Monaco publication within 30 days

Removing a Manager

Process:

1. Members decide: Vote to remove manager
2. Notice requirements: Comply with removal notice period in articles
3. Appoint successor: Usually appoint replacement at same meeting
4. Record decision: Prepare removal and appointment minutes
5. Manager agreement: Previous manager must be notified formally
6. Declare change: Notify RCI of removal and new manager (if any)

Management gap:

• If no manager appointed, company cannot act
• Always appoint replacement before manager departure
• Temporary manager may be appointed if replacement takes time

SAM Director Changes

SAM Structure

A SAM (Public Limited Company) has:

• Shareholders: Own the company
• Annual General Meeting (AGM): Shareholders approve major decisions
• Board of Directors: Manages company (typically 3+ directors)
• President/CEO: May be separate executive officer

Director Appointments at AGM

Procedure:

1. AGM notice: Include director elections in agenda
2. Shareholder nomination: Shareholders nominate candidates
3. Presentation: Candidates presented to shareholders
4. Vote: Shareholders vote on directors
5. Election: Those receiving sufficient votes are elected
6. Minutes: AGM minutes record elections
7. Director terms: Directors serve until resignation or next AGM

Directors' duties:

• Legal responsibility for company management
• Must comply with fiduciary duties
• Subject to audit oversight
• Directors and officers liability
• May require professional liability insurance

Mid-Term Director Replacement

If director departs before AGM:

1. Resignation: Director submits resignation
2. Co-option: Board may co-opt (appoint) replacement
3. Member approval: Replacement must be approved at next AGM
4. Temporary appointment: Co-opted director serves until AGM approval

Notification:

• Declare to RCI promptly
• Update beneficial owner register if control affected
• Publish in Journal de Monaco

Board Governance Changes

Other management structure changes:

• President election: Board elects board president
• Secretary appointment: Board appoints secretary
• CEO appointment: Board appoints Chief Executive Officer
• Committee formation: Special committees as needed
• Compensation: Director compensation determined by board/AGM

Share Transfer and Ownership Changes

SARL Share Transfers

Share transfers between members:

• Notice to company: Member notifies of share transfer
• Transfer agreement: Signed purchase/sale agreement
• Corporate approval: May require existing member approval (check articles)
• Price and terms: Parties negotiate freely
• Payment: Buyer pays seller directly
• Register update: Company updates member register

RCI notification:

• Declare share transfer to RCI
• Update shareholder list
• Update beneficial owner register
• If control changes, declare beneficial ownership change

SAM Share Trading

SAM shares may be traded (similar to stock):

• Broker-facilitated: Shares often traded through brokers
• Transfer mechanics: Investor transfers to new buyer
• Automatic recording: Clearing house records ownership change
• Company notification: Company notified of new shareholders
• Registry update: Shareholder register updated

Beneficial Owner Changes with Share Transfers

Critical element: Update beneficial owner register:

• Timeline: Within 30 days of transfer
• Identify new owner: If transfer changes beneficial owner
• Control assessment: Determine actual control after transfer
• Declaration: Complete beneficial owner update form
• Submit: To Business Development Agency

SNC Partnership Changes

SNC Structure and Management

An SNC (General Partnership) has:

• Partners: All partners are owners and managers
• Joint liability: Partners jointly liable for company debts
• All manage: Each partner has management authority
• Consensus: Some decisions require partner agreement

Adding a New Partner

Adding a partner requires:

1. Existing partners agree: Unanimous or majority consent (check articles)
2. New partner acceptance: New partner accepts liability
3. Capital contribution: New partner contributes capital
4. Amend articles: Articles updated to reflect new partner
5. Shareholder decision: Existing partners formally approve
6. Declaration: Declare partner change to RCI

Capital adjustment:

• New partner's capital contribution
• Existing partners' capital may be revalued
• Profit-sharing arrangement documented

Removing a Partner

Partner removal/departure:

1. Partner departure: Partner wishes to leave
2. Articles provision: Check partner exit procedure in articles
3. Notice period: Comply with notice requirements
4. Settlement: Calculate departing partner's interest value
5. Payment: Pay departing partner their share
6. New articles: Amend articles with remaining partners
7. Declaration: Notify RCI of partner removal

Implications:

• SNC may be dissolved if insufficient partners remain
• Articles must specify minimum partner count
• Surviving partners may need to reorganize

Procedures for All Changes

Step 1: Make Formal Decision

All management changes require formal decision:

• SARL: Member decision (AGM or written)
• SAM: AGM shareholder vote
• SNC: Partner decision (per articles)
• Sole trader: No decision needed (sole trader is sole manager)

Documentation:

• Minutes of meeting or written decision form
• All required signatures and dates
• Votes recorded
• Copies signed by all parties

Step 2: Prepare Change Documentation

Gather required information:

• Outgoing manager/director: Resignation letter (if applicable)
• Incoming manager/director: Full identification (name, DOB, nationality, address)
• Professional qualifications: If position requires specific qualifications
• Address: Current residential address for register

Step 3: Declare to RCI

RCI amendment required:

1. Complete amendment form: Manager/director change form
2. Attach decision minutes: Formal decision documentation
3. Provide new manager identification: Copy of ID/passport
4. Submit to Business Development Agency: In person, by post, or online
5. Pay any fee: Nominal fee (confirm with Agency)

Submission options:

• In person: 9 rue du Gabian, 2nd floor
• By post: Registered mail
• Online: MonGuichet (if available)

Step 4: Update Beneficial Owner Register

If change affects beneficial ownership:

1. Assess control: Determine if control has changed
2. Identify beneficial owners: If new person now has control
3. Complete declaration: Beneficial owner update form
4. Submit: To Business Development Agency
5. Timeline: Within 30 days of change

Step 5: Arrange Publication

Changes must be published in Journal de Monaco:

• Who publishes: Typically Business Development Agency
• Timing: Within 30 days of change
• Cost: Publication fee applies
• Proof: Obtain publication proof

Step 6: Notify Other Authorities

After official change, notify:

• Tax department: New manager/director address via MonGuichet
• CCSS: If employer, update manager/director contact
• Bank: Update authorized signatories
• Insurance: Update officers for liability insurance
• Business partners: Inform key business relationships

Important Considerations

Liability and Insurance

• Officer liability: Directors/managers have legal liability
• Insurance: Professional liability insurance available and recommended
• Duty of care: Managers/directors must act in company interest
• Conflicts: Manager cannot be in conflicting business situations

Taxation Implications

• ISB liability: New manager/director does not affect ISB (company pays)
• Manager compensation: Manager salary is tax-deductible expense
• Dividend treatment: Director dividends vs. salary treatment
• Benefits: Any benefits must be properly documented

Continuity

• Always have manager: Do not allow management gap
• Coverage: Ensure transition is smooth
• Training: Incoming manager may need briefing
• Records: Transfer company records and access

Common Mistakes to Avoid

• Incomplete identification: Missing or unclear new manager details
• Missing decision minutes: Not documenting formal decision
• Late publication: Failing to publish in Journal de Monaco on time
• Beneficial owner omission: Not updating beneficial owner register
• Multiple notifications: Forgetting to notify all relevant authorities
• No successor planning: Not planning for management transitions
• Conflicted manager: Appointing manager with conflicts of interest

Checklist for Management Changes

• Obtain formal decision (AGM/member decision)
• Prepare decision minutes
• Collect new manager/director identification
• Obtain resignation letter (if removing previous)
• Complete RCI amendment form
• Gather all supporting documents
• Prepare beneficial owner update (if applicable)
• Submit to Business Development Agency
• Request confirmation receipt
• Arrange Journal de Monaco publication
• Notify tax authorities
• Notify CCSS (if employer)
• Update business bank account signatories
• Update business insurance
• Notify business partners
• Confirm publication proof received

Key Contacts

Important Notes

• Formal documentation: All changes require proper documentation
• Timely declaration: Declare changes within specified timeframes
• Multiple updates: Update all affected registers and authorities
• Publication obligation: Ensure timely publication
• Beneficial owner: Update if control changes
• Professional advice: Consult advisors for complex situations

Note: This page is an informational resource based on official Monaco sources and does not replace professional legal, tax, or accounting advice.