Sovereign Ordinance implementing the law on the modernization of company law

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Sovereign Ordinance No. 11.486 of 18 September 2025, published in the Journal de Monaco on 26 September 2025, implements Law No. 1.573 of 8 April 2025 on the modernization of company law.

It regulates the transfer of acts performed on behalf of a company in formation. For commercial companies other than joint stock companies, the acts are appended to the articles of association and automatically transferred after registration, or may be signed by certain partners or the manager under a mandate. For public limited companies and limited partnerships with share capital, these acts are submitted to the constituent meeting, which may also appoint the first directors. After registration, any takeover requires a decision by the partners, unless otherwise provided for in the articles of association.

For joint stock companies, the Ordinance sets out the content of the extract from the articles of association, provides for the publication of the choice of management method by the board of directors and imposes technical means to ensure the identification and participation of directors in the event of a videoconference. It defines the rules for convening, holding and recording general meetings of shareholders, specifying the mandatory information to be included in the notice of meeting, the minutes and the attendance sheet, the possibility of electronic signatures, and the procedures for representation by proxy. It determines the deadlines for the submission of draft resolutions, the communication of corporate documents prior to the meeting, the transmission of written questions and the deadlines for responses, and organizes the procedure for amending the articles of association, in particular by declaration to the Minister of State and publication in the Journal de Monaco. With regard to the public offering of financial securities or the admission of financial securities to trading on a foreign regulated market, which is subject to prior authorization by the Minister of State, the Ordinance stipulates that the application for authorization must contain the same information and documents as those that the public limited company must submit to the stock market authorities of the market concerned.

With regard to the conciliation procedure, the application for conciliation must be accompanied by the registration extract, the statement of claims and debts, the securities, the annual accounts and the financial tables for the last three financial years, specifying, where applicable, the date of cessation of payments and the identity of the proposed conciliator.

The Ordinance also regulates the time limits for the manager to respond to written questions and the procedures for their transmission prior to general meetings.

The provisions of this Ordinance enter into force on 30 September 2025.

https://journaldemonaco.gouv.mc/Journaux/2025/Journal-8766/Ordonnance-Souveraine-n-11.486-du-18-septembre-2025-portant-application-de-la-loi-n-1.573-du-8-avril-2025-relative-a-la-modernisation-du-droit-des-societes

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