Annual General Meetings in Monaco: A Complete Compliance Guide

Holding an AGM in Monaco requires careful attention to local corporate law and strict adherence to filing deadlines. Whether you manage a limited liability company or another Monegasque entity, understanding your obligations helps you avoid penalties and keeps your company in good standing. Therefore, this guide walks you through the essentials, from convening procedures to post-meeting filings.

When Must You Hold the AGM?

Companies in Monaco must hold their Annual General Meeting within six months of the financial year-end. This deadline applies across all entity types, so you should mark your calendar accordingly.

Unlike some jurisdictions, Monaco does not allow formal postponement of AGMs. As a result, the law expects companies to meet this six-month window without exception. If you miss this deadline, you risk late filing of financial statements and related consequences.

Who Can Convene the AGM?

The Executive Chairman holds primary responsibility for calling the AGM. They must convene the meeting within the statutory timeframe and present all required financial documents.

However, circumstances sometimes prevent the Executive Chairman from acting. In such cases, two alternatives exist. First, the Statutory Auditor may convene the AGM if the Executive Chairman fails to act, resigns, or becomes incapacitated. Second, an appointed agent, designated by the court at a shareholder’s request, can also call the meeting.

Notice requirements follow the company’s Articles of Association. The Commercial Code requires these founding documents to specify how general meetings are convened and conducted. Consequently, you should review your Articles carefully before sending invitations.

How Can You Conduct the AGM?

Monaco law recognises several methods for holding an AGM.

Physical meetings remain the default approach. In this format, shareholders gather at a designated location to review and approve financial statements.

Written resolutions offer an alternative for certain decisions. Shareholders may provide unanimous consent expressed in a deed, and written consultation works for most matters. Nevertheless, two exceptions apply: you must hold an actual meeting for amendments to the Articles of Association and for approval of annual accounts.

Additionally, the Articles of Association may specify other procedures. For this reason, always cross-reference your company’s founding documents.

What Determines the Quorum and Voting Rights?

The Articles of Association largely determine quorum requirements. Shareholders present or represented at the meeting take decisions according to procedures the Articles prescribe.

Certain resolutions demand unanimous approval. These include changing the company’s nationality, converting to a general partnership or limited partnership, and early dissolution.

Regarding voting rights, the rule is straightforward: each shareholder votes in proportion to the shares they hold. In other words, one share equals one vote.

How Do Shareholders Appoint Proxies?

Shareholders who cannot attend may appoint a representative. Monaco law permits a shareholder to choose another shareholder or a third party holding a special power of attorney.

However, one important restriction applies: a single person cannot represent all shareholders. This rule prevents concentration of voting power in one individual’s hands. That said, the Articles of Association may provide otherwise.

What Appears on a Typical AGM Agenda?

The Executive Chairman sets the agenda, which typically includes:

• Approval of financial statements: the inventory, balance sheet, profit and loss account, and management report
• Profit distribution: determining dividends payable to shareholders
• Statutory reports: reviewing contracts and undertakings involving the company
• Elections: appointing or re-electing directors and statutory auditors
• Governance matters: addressing any required amendments to the Articles of Association

Generally, the board controls the initial agenda. However, shareholders may raise additional items through mechanisms specified in the Articles.

What Financial Documents Must You Prepare?

The Executive Chairman carries significant responsibilities for document preparation. Specifically, they must prepare the inventory, the balance sheet, the profit and loss account, and a management report covering the past financial year.

These documents must follow the accounting standards applicable to public limited companies and partnerships limited by shares. Furthermore, the management report should detail company activities, financial performance, and any contracts between the company and its Executive Chairmen or partners.

What Auditing Requirements Apply?

Statutory auditors are mandatory for limited liability companies, general partnerships, and limited partnerships that meet certain thresholds set by Sovereign Order.

These auditors perform ongoing supervision. They investigate transaction regularity, verify accounts, and ensure compliance with legal and statutory provisions. At the AGM, they present their report, which opines on whether financial statements give a true and fair view.

Companies without statutory auditors face different requirements. In these cases, the manager’s annual certificate must receive endorsement from a member of the Order of Chartered and Certified Accountants. This endorsement confirms the information appears genuine and coherent.

Moreover, failing to appoint required auditors carries serious consequences. Directors who neglect this duty may face potential imprisonment and substantial fines.

When Do AGM Decisions Take Effect?

Effective dates vary depending on the decision type.

Amendments to Articles of Association become effective upon registration with the Registrar General’s Office and required publication. Meanwhile, director or auditor appointments typically take effect from the AGM date unless the resolution specifies otherwise. Finally, financial statement approval is effective at the AGM. However, you must submit documentation to the Trade and Industry Register within three months.

How Do You Make and Report Dividend Decisions?

Once shareholders approve the annual accounts, the company establishes distributable profit. The AGM then determines what portion goes to shareholders as dividends.

You should document this decision in the AGM minutes. The Executive Chairman ensures accurate recording and updates relevant company records.

Keep in mind that shareholders may need to return dividends that do not correspond to actual profits. The limitation period for such repayment claims is five years from distribution.

What Are the Post-AGM Filing Requirements?

Within three months of the AGM, the managing director must submit documentation to the Trade and Industry Register. This submission includes:

• The approved balance sheet and profit and loss account
• A signed certificate confirming approval status and compliance with legal requirements
• Names and addresses of current directors, managers, and auditors

If your company lacks auditors, you must obtain endorsement from a chartered accountant before submission.

What Deadlines Apply to Corporate Changes?

Changes to corporate structure or directorships approved at the AGM trigger specific notification requirements.

First, you must submit documentation to the Trade and Industry Register within one month of the AGM. Then, you must publish an extract in the Journal de Monaco within one month of that submission. Finally, you must legalise and register the certified publication copy within three months of its date.

Your documentation must include an attestation signed by the manager. This attestation records the AGM decision and confirms legal compliance.

How Can You Verify Completed Filings?

The Trade and Industry Register offers online verification through the Téléservice portal. A free preview displays basic information, including the registration number, company state, legal form, and registered address.

For detailed extracts, you need a MonGuichet.mc account. This government portal provides access to numerous online services around the clock.

What Are the Consequences of Non-Compliance?

Monaco takes filing obligations seriously.

If you do not submit documents within the required timeframe, the Trade and Industry Register may serve formal notice requiring compliance within 15 days. After that, continued non-compliance triggers penalties. These include fines for failing to prepare required documents, not submitting them for shareholder approval, or missing register filings. Additionally, enhanced penalties apply for repeat offences.

What Are the Document Signing and Archiving Requirements?

Monaco accepts both traditional and electronic signatures.

Handwritten signatures remain standard for financial statements and management reports. The Executive Chairman must sign these documents personally.

Electronic signatures now carry the same evidentiary weight as paper documents. To qualify, the signatory must be identifiable and document integrity must be maintained. Qualified trust service providers certified by the Monegasque Digital Security Agency issue the necessary certificates.

For archiving, you must record AGM deliberations in a register kept by the manager. This register serves as the official record and must remain accessible to shareholders at the registered office.

What’s Next?

Managing an AGM in Monaco requires detailed planning and full legal awareness. For more insights into AGM processes in other jurisdictions, explore our article on AGMs in Switzerland: Legal Rules and Digital Trends.

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