SARL in Monaco: Limited Liability Company Reference
Complete reference for the SARL (Société à Responsabilité Limitée) in Monaco: formation, capital requirements, management, liability rules.
Key facts
- Minimum capital
- €15,000
- Shareholders
- Minimum 2
- Liability
- Limited to contributions
- Duration
- Maximum 99 years
Definition and Structure
A SARL (Société à Responsabilité Limitée) is a limited liability company in Monaco where shareholders' liability is restricted to the amount of their contributions. This structure combines flexibility with liability protection, making it suitable for small to medium-sized commercial enterprises.
Capital and Shareholders
Minimum Capital
The minimum capital for a SARL is €15,000, which must be fully paid at the time of incorporation.
Shareholder Requirements
- Minimum 2 shareholders, no maximum limit
- Shareholders can be natural or legal persons
- Natural and legal persons may be mixed
- Shares allocated among shareholders as specified in Articles of Association
Management
Managing Director
- Must be a natural person
- Can be a shareholder or third party
- Represents the company vis-à-vis third parties
- Bears civil and criminal liability for negligence or breaches of law
- Appointed by shareholder decision (mechanism specified in Articles)
Registered Office
- Must be located at commercial premises
- Alternatively, may be temporarily located at the Managing Director's private address for a maximum of 1 year (renewable once)
Formation Requirements
Articles of Association
A SARL requires Articles of Association (either private deed or notarized) that must include:
- Legal form designation
- Company name
- Location of registered office
- Duration of company (maximum 99 years)
- Share capital amount
- Share allocations among shareholders
- Appointment details of the Managing Director
- Shareholder meeting procedures and voting rules
Publication
Formation must be published in the Journal de Monaco.
Activities
SARL activities are limited to commercial purposes only. Finance and insurance activities are generally prohibited, except for brokerage activities.
Ongoing Obligations
- Annual accounts must be prepared
- Shareholder meetings required as specified in Articles
- Shareholder approval of annual accounts
- Records and documentation must be maintained
Liability
Shareholders' liability is limited to their capital contributions. The Managing Director bears personal liability for negligence or statutory breaches.
Duration
The maximum duration of a SARL is 99 years, unless otherwise specified in the Articles of Association.
Frequently asked questions
The information provided is for general guidance only. For official procedures, always consult the official sources.
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