SCS in Monaco: Limited Partnership Reference
Complete reference for the SCS (Société en Commandite Simple) in Monaco: active and limited partners, liability rules.
Key facts
- Minimum capital
- None
- Partners
- Minimum 2 (1 active + 1 limited)
- Active partner liability
- Unlimited, joint and several
- Limited partner liability
- Limited to contribution
Definition and Structure
An SCS (Société en Commandite Simple) is a limited partnership in Monaco with two distinct categories of partners: active partners (commandités) who bear unlimited liability and limited partners (commanditaires) whose liability is limited to their contributions. This structure allows capital investors to partner with active operators while limiting their risk exposure.
Partner Categories
Active Partners (Commandités)
- Bear unlimited, joint and several liability for all partnership debts
- Manage the partnership and represent it vis-à-vis third parties
- Must be traders
- Names appear in the company name
Limited Partners (Commanditaires)
- Liability is limited to their capital contribution
- Cannot perform external management acts
- Their identities are confidential
- Names do NOT appear in the company name
- Cannot withdraw capital during partnership term
Capital and Minimum Requirements
Minimum Capital
No minimum capital is required for an SCS.
Minimum Partners
- Minimum 2 partners: at least 1 active partner and 1 limited partner
- No maximum number of partners
- Active and limited partners may be natural or legal persons
Company Name
The company name must consist of:
- The surnames and/or names of active partners (commandités) only
- Limited partners' (commanditaires) names must not appear in the company name
Management and Activities
Management
Active partners (commandités) manage the partnership and execute all business acts. Limited partners (commanditaires) cannot perform external management acts without losing their status of limited liability.
Activities
Unlike SARL or SNC, an SCS may pursue:
- Commercial activities
- Non-trading (civil) activities
This flexibility makes SCS suitable for diverse business purposes.
Formation Requirements
Deed
An SCS must be formed by:
- Private deed (if no real property in capital)
- Notarised deed (if real property is included)
Articles of Association
Articles must specify:
- Legal form designation
- Company name (active partners only)
- Registered office location
- Duration of partnership
- Active and limited partner details
- Capital contributions
- Profit and loss distribution
- Management procedures
- Dissolution conditions
Registration
The SCS must register with the Department of Tax Services.
Duration
The maximum duration of an SCS is 99 years, unless otherwise specified in the Articles of Association.
Dissolution
An SCS is dissolved by:
- Expiration of the stated duration
- Fulfilment of partnership purpose
- Decision of the partners
- Death of an active partner (unless Articles provide for continuation)
- Bankruptcy of an active partner
- Court order
Frequently asked questions
The information provided is for general guidance only. For official procedures, always consult the official sources.
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