MONACO Law and Practice Contributed by: Stephan Pastor, Emeline Elbaz-Mondeux and Coralie Trudon, CMS Pasquier Ciulla Marquet Pastor & Svara
2. Overview of Regulatory Field 2.1 Acquiring a Company
The application must be filed with the Minister of State, through the Business Development Agency, the authority responsible for delivering the above-men - tioned authorisation within a 45-day period, renewable once. This authorisation is personal and cannot be trans - ferred or sold to a third party. It expressly defines and limits the business activity that has been author - ised, which implies that no change to the activity can take place without a new application to the Business Development Agency. The general prior authorisation regime enables the Monaco government to play a key role in the econ - omy, although this is not common. The regime has proven its efficacy and works well within the economy of a small state such as Monaco. Although the system could appear to make the incorporation process in Monaco tedious and longer, this is not the case, as access to the state administration is generally smooth and fast. However, if certain activities are considered to be sufficiently represented in the Principality, this may lead the Monaco government to reject a request for authorisation. 2.4 Antitrust Regulations There are no Monegasque antitrust regulations that apply to business combinations relating to activities in Monaco. The absence of regulations is mainly due to the relatively small size of the Monaco market (note that Monaco is the second smallest country in the world after the Vatican). The impact of such regula - tions would be very low or non-existent. However, an acquisition or a merger carried out in Monaco can be subject to the economic concentra - tion rules provided for by European Union member states (for instance, the French legislation if, in the context of a concentration, the transferred or merged Monegasque companies undertake significant activity in France). 2.5 Labour Law Regulations Amendment no 12 of 28 July 1970 to the National Collective Bargaining Agreement of 5 November 1945 provides that if a collective dismissal is contemplated within a maximum period of six months following a
It should be noted that all companies are private in Monaco, as there is no stock market in the Principality (see 4.6 Transparency for the only exceptions, which are the bank CFM Indosuez Wealth and the state- owned Société des Bains de Mer). Businesses of a certain size and turnover are usually acquired through a private share purchase agreement or through a capi - tal increase. Small businesses tend to be acquired through an asset deal. This consists of the purchase of a com - pany’s main assets by a company incorporated by investors in Monaco for that particular purpose. Merg - ers and contributions of assets are less frequent but may also be used. 2.2 Primary Regulators The primary regulators for M&A activity in Monaco are – as explained in 2.3 Restrictions on Foreign Invest- ments – the Monaco government, which exercises a control over deals involving foreign acquirers through the Minister of State (equivalent to a Prime Minister) and the Business Development Agency ( Direction du Développement Economique ). Other key regulators supervise M&A activity in spe - cific sectors, eg, the Commission for the Control of Financial Activities (CCAF) for any deal relating to the financial sector (financial activities run by the banks and asset management companies), the Prudential Supervisory Authority (ACPR, the French authority supervising banking activities, including Monaco by application of Franco-Monegasque treaties) and the Personal Data Protection Authority (APDP). 2.3 Restrictions on Foreign Investments Pursuant to Law no 1,144 of 26 July 1991 and Law no 1,573 of 8 April 2025, foreign investors that wish to undertake a business activity in Monaco must request prior authorisation to perform such activity in Monaco, be it as shareholders or as directors of a Monaco- based company, as sole traders, or as foreign com - panies opening a branch in Monaco.
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