SURL in Monaco: Single-Member Limited Liability Company

Definition and Structure

A SURL (Société Unipersonnelle à Responsabilité Limitée) is a single-member limited liability company in Monaco. It provides liability protection to a sole shareholder while maintaining a formal company structure, making it suitable for independent operators who want legal entity separation without partnering.

Capital and Sole Shareholder

Minimum Capital

The minimum capital depends on the type of sole shareholder:

• Natural person as sole shareholder: €8,000 (fully paid at incorporation)
• Legal entity as sole shareholder: €15,000 (fully paid at incorporation)

Capital must be fully paid at the time of incorporation. Payment within 18 months maximum is permitted in some circumstances.

Sole Shareholder

• Exactly one shareholder (natural or legal person)
• The sole shareholder exercises all shareholder powers
• If a second shareholder is acquired, the SURL must convert to a SARL

Management

Manager Structure

• One or more natural persons appointed as manager(s)
• Managers need not be the sole shareholder
• Managers represent the company vis-à-vis third parties
• May be changed by the sole shareholder decision

Registered Office

• Must be located at commercial premises
• Alternatively, may be temporarily at the manager's private address for a maximum of 1 year (renewable once)

Formation Requirements

Articles of Association

A SURL requires Articles of Association (private or notarised) including:

• Legal form designation
• Company name
• Location of registered office
• Duration (maximum 99 years)
• Share capital amount
• Manager appointment details
• Operating procedures

Publication

Formation must be published in the Journal de Monaco.

Permissible Activities

SURL activities are limited to commercial purposes only. The following are generally prohibited:

• Regulated professions
• Finance and insurance activities (except brokerage)
• Non-trading/civil activities

Dissolution and Asset Transfer

When a SURL is dissolved:

• If the sole shareholder is a natural person and is solvent, assets may transfer directly to the shareholder without formal liquidation
• Otherwise, standard liquidation procedures apply

Liability

The sole shareholder's liability is limited to their capital contribution. Personal assets are protected from company debts.

Duration

The maximum duration of a SURL is 99 years, unless otherwise specified in the Articles of Association.