Corporate M and A 2026

MONACO Trends and Developments Contributed by: Rémi Delforge, Vincent de Bonnafos, Ambre Bernat, Mariam Hakobian and Nicolas Paredes, DL Corporate & Regulatory

risks that the activity could cause to the Principal - ity and its international image. For instance, prior scandals, non-compliance issues or weaknesses in AML procedures may prompt the Monaco authori - ties to object or require further assurances; • appropriate business infrastructure from financial, technical and human resources standpoints in Monaco and its suitability for the projected activ - ity as well as the contribution of the activity to the development of the Principality; • certain activities are subject by law to specific con - ditions of access (diploma, nationality, guarantees, etc); and • a business plan must demonstrate the company’s viability, profitability, and alignment with local eco - nomic interests. The Monaco government closely monitors market ten - sions and carefully considers the over-representation of certain sectors in the Principality when deciding whether to grant its authorisation or new business licences. This evaluation ensures that new authorisa - tions align with the economic balance and long-term sustainability of Monaco. An acquisition of an existing entity is the only way to enter the Monaco market in sectors where no new licences are being granted. 2.3.2 Approvals for regulated sectors – antitrust In Monaco, regulated sectors such as banking, finan - cial activities, gaming and other monopoly-controlled sectors require additional permissions from the Mon - egasque authorities and specific regulators. These sectors are closely monitored due to their impact on the local economy and on the reputation of the Prin - cipality. Obtaining the necessary authorisations has to be factored into the overall timing and requirements for a condition precedent to be cleared. The process is designed to ensure that only reputable entities oper - ate in regulated and/or sensitive industries, such as defence or national security. Although there is no specific antitrust or competition authority in Monaco, the government assesses the transaction in its entirety, including its effect on market share, the preservation of employment and the benefit for the Principality.

2.3.3 Impact of AML and combating terrorism financing Since Monaco’s inclusion on the Financial Action Task Force’s “grey list” in 2024 following the latest Moneyval assessment, the regulatory environment has become more sensitive and the authorities have adopted a more thorough and aggressive approach in their analysis of M&A transactions, changes of con - trol and/or new authorisations. A significant number of sanctions were issued by the AML authority AMSF at the end of 2025 against Monaco companies for deficiencies in their client onboarding and transaction monitoring processes. The time taken has also increased for the opening of Monaco bank accounts and the onboarding of new clients, which has a practical impact for the opera - tion of new businesses in the Principality. These fur - ther delays must be factored in when incorporating a new company or establishing a business activity in Monaco, for which a Monaco bank account is a prerequisite. 2.3.4 Increased flexibility on corporate changes Monegasque law requires prior authorisations, notifi - cations and/or publications for most changes affect - ing companies’ corporate life and governance. These ongoing controls and formalities are not well suited to young companies that frequently raise funds or modify their shareholding structure. In order to address this lack of flexibility, changes were implemented in Mona - co company law to increase the country’s attractive - ness for new businesses. These changes include the single-shareholder company, added flexibility in issu - ing preference shares and amending bylaws, recogni - tion of contributions in kind as share capital, and other corporate governance simplifications and measures to increase attractiveness. 3. Looking Ahead Although discussions between Monaco and the EU for an “Association Agreement” were stopped at the end of 2023, Monaco continues its efforts to actively align with European standards. In addition to sectorial agreements with the EU in various areas, the Prin - cipality implemented regulations in December 2024 to ensure the protection of personal data in line with the EU’s General Data Protection Regulation. These

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