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  • Emmanuel Dazin

Modernization of company law

A reform awaited by practitioners



On June 21, 2024, the Princely Government submitted Bill No. 1,094 concerning the modernization of company law to the National Council. This bill introduces fundamental innovations.


The legislator has perfectly identified certain inadequacies in the existing legal arsenal, by providing effective and simplifying solutions.


Below are some of the reforms envisaged:


Introduction of a new form of commercial company


The draft bill introduces a new form of limited liability company with a single shareholder called “société unipersonnelle à responsabilité limitée” (SURL).


Acceptance of industry contributions (“apports en industrie”)


Industry contributions will now be possible, it being specified that they cannot contribute to the formation of capital but will nevertheless give rise to the allocation of shares.


Acquisition of legal personality


A civil or commercial company will acquire legal personality as soon as it is registered in the Trade and Industry Register or the Special Register of Civil Companies, as the case may be, and no longer from the signing of the articles of association.


Taking over commitments of the company founders (“reprise des engagements”)


The draft bill provides that when a company becomes duly incorporated and registered, it can take over the commitments entered into by the founders on behalf of the company in formation. The terms and conditions for taking over such commitments will be defined by Sovereign Ordinance.


Board members / share holding


Board members (“administrateurs”) will no longer be required to be shareholders of the company.


Governance


The management of a SAM (“Société Anonyme Monégasque”) will now be entrusted to the Chairman (“Président”) or the Chief Executive Officer (“Directeur Général”), with the possibility of combining the two functions as CEO. The Chairman and the Chief Executive Officer will be the legal representatives, in place of the current “Administrateur-Délégué”. The status of Administrateur-Délégué” will remain but its powers will be limited to specific missions. 

  

Extending the company’s existence


A specific regularization procedure has been introduced to allow shareholders to extend a company that has been dissolved automatically by the expiry of its term set forth in the articles of association.

 

Suppressing the Ministerial Authorization in certain circumstances


Only amendments to the articles of association of a SAM relating to the corporate purpose (“objet social”) and its legal form will require prior authorization from the Minister of State. Other amendments to the articles of association may be made by private or notarial deed.


Videoconference


The draft bill provides for the possibility of holding general meetings and boards of directors by videoconference or any other means of telecommunication. However, for general meetings, this possibility must be expressly provided for in the articles of association.  


Preferred shares


The draft bill introduces preferred shares. Preferred shares may be created when the SAM is set up or during its existence. They will be issued with or without voting rights and may be accompanied by special rights of any kind, on a temporary or permanent basis.

 

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