SCA in Monaco: Partnership Limited by Shares

Definition and Structure

An SCA (Société en Commandite par Actions) is a partnership limited by shares in Monaco. It combines characteristics of a partnership (with active partners bearing unlimited liability) and a joint stock company (with shareholders holding tradeable shares). This structure is designed for enterprises requiring substantial capital and structured governance.

Authorisation Requirement

Government authorisation is mandatory to establish an SCA in Monaco. The authorisation is granted by ministerial order and is a prerequisite to formation.

Partners and Shareholders

Partner and Shareholder Classes

The SCA combines two categories of participants:

• Active Partners (Commandités): Traders with unlimited liability who manage the company (if permitted to do so)
• Shareholders: Hold shares representing capital contributions with liability limited to share value

Share Capital and Shares

Share Structure

• All shares must have equal value
• Shares must be fully paid at the time of incorporation
• Shares are initially restricted from trading

Share Trading Restrictions

Shares cannot be traded for 2 years after incorporation. This restriction period protects the capital base and ensures stability during the early phase of operations.

Formation Process and Timeline

Notarial Deed

The SCA must be formed by a notarised deed executed by a Monegasque notary.

Application and Authorisation

1. Application is submitted to the relevant government authority for authorisation
2. Government decision is issued within 3 months of application (in normal cases)
3. Formation must be completed within 3 months of receiving government authorisation

Articles of Association

Articles must include:

• Legal form designation
• Company name
• Registered office location
• Duration of company
• Share capital and share structure
• Active partner and shareholder details
• Director appointment and removal procedures
• Shareholder meeting procedures

Governance and Management

Directors

• Directors are appointed by shareholders, typically for terms of up to 6 years maximum
• Directors may be removed by shareholder decision
• Directors cannot hold competing interests without General Meeting approval

Shareholder Meetings

Regular General Meetings are convened to:

• Approve accounts
• Approve dividend distributions
• Appoint or remove directors
• Discuss company matters

Council of State Consultation

In certain circumstances, consultation with the Council of State may be required as part of the authorisation process. Check official sources for specific requirements.

Duration

The maximum duration of an SCA is determined by Articles of Association, typically up to 99 years.

Dissolution

An SCA is dissolved by:

• Expiration of the stated duration
• Shareholder and partner decision
• Loss of government authorisation
• Court order
• Death or insolvency of the last active partner (unless Articles provide for continuation)