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

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/

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/