In a regulatory context where the notion of secrecy is increasingly difficult to define and protect, it is important to underline that the best way to protect it is to enforce a confidentiality clause, one of the basic provisions of a contract.
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Bill No. 1.112 : new legal provisions for accounting and auditing
The bill amending various provisions relating to chartered accountancy, statutory auditing and corporate accounts was submitted to the General Secretariat of the National Council and registered by the latter on 25 July 2025 under number 1.112.
The role of statutory auditor within Monegasque companies is one of the pillars of corporate governance. Changes in corporate practices and new requirements in terms of transparency and accountability now necessitate a targeted review of this system.
This bill aims to modernise the profession of chartered accountant and certified public accountant, as well as the functions of statutory auditor and contribution auditor, following the passing of Law No. 1.573 of 8 April 2025 on the modernisation of company law, of which it constitutes an operational and thematic extension.
The Prince's Government emphasised its desire to enhance the transparency, accountability and attractiveness of the legal framework applicable to Monegasque companies.
The bill thus aims to complete the reform initiated by focusing on the effectiveness of statutory audits, the protection of shareholders and the strengthening of third-party confidence.
This text provides in particular for:
- strengthening the conditions for access to and practice of the profession of chartered accountant, integrating the profession of certified accountant into that of chartered accountant and redefining their responsibilities;
- supplementing the rules on incompatibilities applicable to contribution auditors and statutory auditors;
- adapting the system of criminal penalties in order to ensure a fair balance between the effectiveness of account auditing obligations and the constraints on businesses;
- introduce the concept of a ‘public interest entity’ and allow for a term of office extended to twenty-four fiscal years for auditors of such entities in order to ensure stability of control;
- to establish the obligation for certain companies known as ‘parent companies’ to prepare and file consolidated accounts. This would apply to public limited companies or limited partnerships with share capital that carry out commercial activities, as well as commercial companies, provided that they exercise exclusive or joint control over one or more legal persons or entities.
This reform will provide a coherent legal framework adapted to the contemporary international challenges facing the accounting profession and the functions of statutory auditors and contribution auditors, thereby strengthening legal certainty for companies, third parties and accounting professionals.
https://www.conseil-national.mc/2025/08/08/n1112-projet-de-loi-portant-modification-de-diverses-dispositions-relatives-a-lexpertise-comptable-au-commissariat-aux-comptes-et-aux-comptes-sociaux/
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Law proposal n° 269 on trusts
The law proposal on trusts was submitted to the General Secretariat of the Conseil National and registered by the latter on 10 June 2025 under number 269.
A trust is a transfer of ownership limited in substance and duration, which has various interests that distinguish it from other legal arrangements:
- a management trust, which allows a professional manager to be entrusted with a number of assets of different kinds in order to benefit from their expertise and management resources for the benefit of the settlor or beneficiaries;
- security trusts, which allow the settlor to grant the creditor a security interest in the assets transferred to them and to strengthen their control over the repayment of their debt.
In Monaco, in 2010, a law proposal (n° 197) envisaged the "creation of trusts under Monegasque law" and in 2012 a draft law proposed an alternative to the "security trust" with a view to enriching Monegasque law with a "security ownership agreement". Neither of these projects came to fruition, but they inspired the drafting of this law proposal.
This law proposal will enable Monegasque law to be adapted to developments in business practice in order to enrich the wealth engineering options that Monaco can offer with trust management and to strengthen Monegasque law on securities and companies in difficulty through the use of security trusts.
The law proposal n° 269 aims to establish trusts as a new legal instrument for asset management in Monegasque law.
The law proposal comprises eight chapters and forty-four articles.
https://www.conseil-national.mc/2025/06/10/n269-proposition-de-loi-relative-a-la-fiducie/
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Law proposal n° 268 on the Monegasque Patrimonial Foundation
The law proposal on the Monegasque Patrimonial Foundation was submitted to the General Secretariat of the Conseil National and registered by the latter on 10 June 2025 under number 268 and adopted in public session on 18 June 2025.
Monegasque foundation law has lagged behind developments in other European countries, such as Switzerland, Liechtenstein and the Netherlands.
However, legal instruments of this type are essential to meet the asset structuring needs of a significant proportion of Monegasque residents, particularly High Net Worth Individuals (HNWIs). These individuals are seeking the most effective solutions to protect high-value assets such as real estate, works of art and family property, to transfer company shares, or to guarantee the integrity of their estate in the event of inheritance or family disputes.
The patrimonial foundation could enable better management of copyright or even anticipate the future use of an art collection by specifying in its constitution that these assets must remain within the immediate family or be made accessible to the public in the form of loans to museums, for example.
This law proposal provides for the creation of a new type of foundation, in order to provide Monegasque law with an innovative wealth engineering tool.
This law proposal will allow for the creation of a legal entity under Monegasque law intended to manage assets primarily for the benefit of the founder's family members. It may consist of real estate or movable property, such as shares in companies, but also intangible rights such as copyright.
Upon its establishment, the foundation must be endowed with a sum of not less than €10,000,000. In addition, the endowment may be made in kind. Furthermore, the Monegasque patrimonial foundation is intended exclusively for persons with a genuine link to Monaco, as the founder and the majority of the administrators must be domiciled there.
Among the measures provided for in the law proposal are the obligation to register the foundation in the special register kept by the Trade and Industry Register, to declare the identity of the beneficiaries and to register them in the register of beneficial owners (companies and economic interest groups), and to appoint a person responsible for basic information about the foundation and its beneficiaries.
https://www.conseil-national.mc/2025/06/18/n268-proposition-de-loi-relative-a-la-fondation-patrimoniale-monegasque/
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