Monaco Modernizes Its Corporate Law: An Ambitious Reform to Enhance Economic Attractiveness

Accueil - Publications - Company Law Reform 2025

Monaco, April 3, 2025 – The National Council has adopted Bill No. 1094 giving rise to Law No. 1.573 of 8 April 2025 on the modernisation of company law published in the Journal de Monaco on 18 April 2025, marking a major step forward in the Principality’s corporate law framework. This comprehensive reform seeks to boost Monaco’s economic appeal while reinforcing legal certainty, transparency, and efficient corporate governance.

A Reform Tailored for a Modern, Competitive Business Environment

Monaco’s updated corporate legislation reflects the country’s commitment to providing businesses with a robust, flexible, and transparent legal framework. The adoption of Law No. 1.573 introduces key improvements aimed at supporting entrepreneurs and investors alike.

Highlights of Law No. 1.573

The reform introduces several significant advancements, including:

  • Creation of the Sole Limited Liability Company (SURL): a new vehicle tailored for individual entrepreneurs wishing to operate through a corporate structure.
  • Legal recognition of the Société Civile de Moyens (SCM): a flexible framework for professionals to pool resources.
  • Legal personality granted upon registration: companies now acquire legal status immediately upon incorporation.
  • Authorization of industry contributions: SARLs and SAMs may now include non-monetary contributions such as know-how or services.
  • Remote meetings: board and shareholder meetings may be held via videoconference.
  • Minority shareholder alert rights: enhanced tools for corporate governance and minority protection.
  • Streamlined formalities: simplified procedures for changes to share capital, company name, or registered office.
  • Recognition of preferred shares: enabling tailored economic and voting rights for shareholders.
  • Introduction of a conciliation procedure: a preventive and amicable mechanism to resolve company difficulties.

A Stronger Legal Framework to Attract and Retain Business

With this reform, Monaco strengthens its position as a dynamic, forward-looking jurisdiction offering legal clarity and operational flexibility for businesses of all sizes.

📄 Learn more: https://www.conseil-national.mc/2025/04/23/n1573-loi-relative-a-la-modernisation-du-droit-des-societes-2/

Our last news

Monaco Yacht Show 2026: towards greater transparency in European superyacht acquisitions

As the Monaco Yacht Show approaches, Italy has taken a further step in implementing the European anti-money laundering package. Italian Legislative Decree no. 122 of 10 June 2026, published on 8 July and effective from 23 July 2026, transposes several provisions of Directive (EU) 2024/1640, notably those relating to beneficial ownership transparency. This development is particularly significant for the yachting sector, as Italy is home to some of the world’s leading shipyards.   It must also be considered alongside Regulation (EU) 2024/1624, applicable from 10 July 2027. The Regulation introduces a specific obligation for certain companies incorporated outside the European Union when acquiring a yacht intended for non-commercial use with a value of €7.5 million or more. Before completing the acquisition, these companies will be required to disclose the identity of their ultimate beneficial owner to the relevant central register.   For purchasers using a Monaco company or another non-EU structure, UBO transparency will therefore become an important consideration from the initial structuring of the transaction through to closing. This European development echoes the requirements already well established in Monaco, where beneficial ownership identification and due diligence obligations play a central role in yachting transactions.   Ahead of MYS 2026, the recent adoption of the Italian legislation sends a clear signal: in the superyacht sector, transparency surrounding ownership structures is progressively becoming an integral legal component of the transaction.
See more

Monaco: Government Introduces Bill on the Minimum Taxation of Multinational Enterprise Groups

The Princely Government has introduced Bill No. 1129, which aims to implement the OECD Pillar Two rules into Monaco law. The proposed legislation introduces a 15% global minimum effective tax rate for multinational enterprise groups with consolidated annual revenue exceeding EUR 750 million.   This reform forms part of the ongoing alignment of Monaco's tax framework with international standards. Rather than creating a new tax burden, its primary objective is to ensure that Monaco retains its taxing rights over profits generated within its territory, thereby preventing any top-up tax from being collected by other jurisdictions.   The Government has also highlighted that the new framework will strengthen legal certainty for businesses while preserving the Principality's attractiveness as an international business centre through compliance with the OECD's global tax standards.   The bill is particularly comprehensive, comprising nearly 100 pages and more than 100 articles. It is expected to be reviewed by the National Council in the coming months, with entry into force envisaged for fiscal years beginning on or after 31 December 2026.   This represents a significant development in the international tax landscape for affected multinational groups.   Our tax team is closely monitoring the legislative process and remains available to assess the practical implications of the proposed rules and assist businesses in preparing for their implementation.
See more

Gordon S. Blair featured in the Best of Yachting – Monaco Guide

Gordon S. Blair is pleased to announce its inclusion in the latest edition of the Best of Yachting – Monaco Guide, marking the firm's third consecutive participation in this renowned publication dedicated to the international yachting industry.   Recognised as one of the leading global hubs for yachting, Monaco brings together owners, family offices, yacht managers, shipyards, brokers, financiers and a wide range of specialised professional advisers. Within this highly international ecosystem, legal and tax considerations play a central role in the acquisition, ownership, operation and transmission of trophee assets. For many years, Gordon S. Blair has advised an international private clientele on sophisticated cross-border matters involving wealth structuring, international taxation, estate planning, corporate law and asset protection. The firm's expertise naturally extends to the yachting sector, where multidisciplinary advice and an international perspective are essential.   Being featured in the Best of Yachting – Monaco Guide reflects our continued commitment to providing tailored, strategic and discreet advice to clients whose interests span multiple jurisdictions. We would like to thank the Best of Yachting editorial team for their continued confidence and are delighted to contribute, for the third consecutive year, to a publication that has become a recognised reference within the Monaco and international yachting community. Discover our two-page feature in the Best of Yachting – Monaco Guide
See more