Modernisation of company law: Bill No. 1094 tabled on 21 June 2024

Bill no. 1094 on the modernisation of company law (2024-5, 19 June 2024), comprising 88 articles, was received by the Parliament (Conseil National) on 21 June 2024 and referred to the Legislation Committee during the Public Session of the same day.

It is part of the reform of economic law that has already begun, with, for example, the creation of office leases and multi-family office activities, as well as developments in the field of financial activities and the law on securities and credit.

The major changes envisaged by Bill no. 1054 to improve and modernise Monegasque company law are built "around the fundamental principles that permeate the field, such as the flexibility of systems, the protection of operators and investors and the effectiveness of governance models in order to ensure the credibility of projects likely to be based on this legal framework". (Explanatory memorandum to Bill 1094, p. 2)

Bill no. 1094 aims to "strike the right balance between preserving mechanisms which, despite their age, have demonstrated their relevance, and proposing a secure and attractive legal framework capable of providing efficient reception conditions for the economic projects of investors wishing to develop their projects in the Principality". (Explanatory memorandum to Bill no. 1094, p. 4)

Contents

• amendment of the provisions of the Civil Code ("CCiv") common to companies,
• amendment of the provisions of the Commercial Code ("CCom") applicable to limited liability companies (sociétés à responsabilité limitée) with the establishment of the single-member limited liability company (société unipersonnelle à responsabilité limitée - SURL),
• recasting within Title III of the future Law the entire regime governing Monegasque public limited companies (sociétés anonymes monégasques) and limited partnerships with shares (sociétés en commandite par actions). As a result, the Sovereign Order of 5 March 1895 on public limited companies and limited partnerships with shares would be repealed, as would the related provisions of the Commercial Code, which would be brought together in the future Law.
• creation of a conciliation procedure designed to avoid the cessation of payments and the opening of collective proceedings through an amicable settlement mechanism, inspired by French law.

Objectives

• Responding to the wishes of professionals to simplify the operating rules of company law, and to recognise new types of company such as the société civile de moyens and the société unipersonnelle à responsabilité limitée (SURL);
• Guaranteeing legal certainty, for example with regard to the date and method of acquiring legal personality for companies and the rules of governance for public limited companies;
• Strengthen competitiveness and attractiveness by enhancing the legal conditions for welcoming project initiators and developing their businesses in Monaco.

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