How to appoint a director to a société anonyme in Monaco
Direction de l'Expansion Économique
9 rue du Gabian
MC 98000 MONACO
Business Development Agency :
(+377) 98 98 98 00
Fax : (+377) 92 05 75 20
Opening Hours : from 9h30 to 17h00 from monday to friday
Principle and conditions
The person to be appointed as director must be a partner in the company (article 10 of the Ordinance of 1895). Exceptions to this rule may be made for companies with a Government-granted monopoly.
In the absence of any legal requirements the director must be appointed in accordance with requirements of the articles of association and must expressly accept the mandate given by the statutory body.
The articles of association generally stipulate that directors should be appointed by the general assembly for a maximum duration of six years and that they can be appointed provisionally by the board of directors, particularly in the event of resignation or death, subject to ratification at the following general assembly, usually the ordinary general assembly.
The minutes of the meeting must indicate the approval of the appointed director. These minutes must be signed by all the directors present or represented at the meeting.
Obtaining and completing the form
To get the form you can either:
- Download it here Demande d'inscription modificative (modèle S2) (355-0013_01-2015)
- Or collect it from the Business Development Agency
This form must be signed by the statutory representative of the company, i.e. the duly authorised chief executive officer, managing director and, if necessary, executive director.
Collating the documents
The following documents must be submitted:
- Either an original copy of the minutes of the general assembly, accompanied by the attendance sheet ( art.12 of the ordinance of 5 march 1895)
- Or an original copy of the minutes of the board meeting, accompanied by proof of shareholder status of the appointed director, such as the attendance sheet of the previous assembly if no changes have been made, or proof of the distribution of share capital drawn up by the auditor
- Proof of identity and home address (or that of the head office) of the nominated director
- Documentation of the express authority of the representative, if applicable
Submitting or sending off the form
All of the documents, including two signed and dated completed copies of the forms, in addition to the supporting evidence are submitted or sent off to the Trade and Industry Registry at the Business Development Agency (9 rue du Gabian - opening hours 9.30 am - 5.00 pm). You must pay the fees, which cost €15 by cheque made payable to the RCI or in cash at the service counter.
If the documents, such as a copy of the registration form or copy of the company’s entry in the Trade and Industry Registry, are sent in the post, then postage fees must be added to these registration fees.