On the 21st of June 2024, the Government introduced a draft bill n°1.094, which aims to modernise corporate law.
It contains a number of major changes, including the introduction of two new types of companies.
Société civile de moyens
Through a general redefinition of the partnership contract (article 1670 of the Civil Code), the bill would allow companies to be formed to take advantage of any savings that might result from it, rather than just to make a profit.
This measure is aimed in particular at the liberal professions. It would make it possible to pool investments and costs of an activity, but without sharing the income.
Société unipersonnelle à responsabilité limitée (SURL, i.e. single-member limited liability company)
The draft bill addresses a proposal put forth by members of the Conseil National in May 2023 to permit the establishment of single-member companies. This is a measure that has been under consideration for several years, for example in 2013 with the Draft Bill n°914 on the modernisation of economic law.
This would be a significant shift in Monegasque corporate law, which currently requires at least two partners to form any type of company.
The SURL (limited liability company with a single shareholder) would be the first company that could be formed in the Principality by a single person.
Individual entrepreneurs who adopt this form of company would be able to protect their personal assets from the risks associated with their professional activity.
More generally, this would introduce greater business flexibility and open the prospect of new legal and financial engineering schemes.
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