SAM in Monaco: Société Anonyme Monégasque Reference
Complete reference for the SAM (Société Anonyme Monégasque) in Monaco: formation, government authorisation, capital, board structure.
Key facts
- Minimum capital
- €150,000
- Shareholders
- Minimum 2
- Authorisation
- Minister of State Order required
- Board
- Minimum 2 directors
Definition and Structure
A SAM (Société Anonyme Monégasque) is a joint stock company in Monaco that can pursue either commercial or non-trading objectives. The SAM structure is designed for larger enterprises requiring significant capital and structured governance with a board of directors.
Capital and Shareholders
Minimum Capital
The minimum capital for a SAM is €150,000. At least 1/4 of this capital must be paid at the time of incorporation, with the remainder payable within an agreed timeframe.
Shareholder Requirements
- Minimum 2 shareholders, no maximum limit
- Shareholders can be natural or legal persons
- Shares must have equal value
- Shares are registered (nominative)
Board of Directors
The SAM is governed by a Board composed of:
- Minimum 2 directors, maximum 6 directors
- All directors must be selected from the shareholders
- Directors serve terms of 3–6 years, with terms being renewable
- Directors may be removed without cause by shareholder decision
- Directors cannot hold competing interests without General Meeting approval
Formation Requirements
Authorisation
A Minister of State Order is required to form a SAM. This governmental approval is a mandatory step and distinguishes the SAM from other legal forms.
Notarial Deed
The SAM must be formed by a notarised deed executed by a Monegasque notary.
Articles of Association
Articles must specify:
- Legal form designation (SAM)
- Company name
- Registered office location
- Duration of company
- Share capital and share structure
- Board composition and appointment procedures
- Shareholder meeting procedures
Publication
Formation must be published in the Journal de Monaco.
Activities
SAM companies may pursue:
- Commercial activities
- Non-trading activities (subject to authorisation)
Governance
Annual Ordinary General Meeting
Shareholders must convene annually to:
- Approve annual accounts
- Approve dividend distributions
- Elect or re-elect board members
- Discuss company matters
Liability
Shareholders' liability is limited to their capital contributions.
Costs and Timeline
For current fees and official processing timelines for SAM formation, check official sources on MonEntreprise.
Frequently asked questions
The information provided is for general guidance only. For official procedures, always consult the official sources.
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