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In brief

SURL and SIMA: 2 new types of business entity, designed to attract foreign investors to Monaco

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The elected representatives present voted unanimously in favour of the two bills - © Conseil national

One will support entrepreneurs in setting up their  company on their own; the other aims to encourage the creation of start-ups. 

Facilitating entrepreneurship in Monaco is the mission that the National Council has embarked upon, tabling two bills to create two new types of company in Monaco.

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The bills were adopted unanimously on 15 June. The first provides for the creation of the SURL corporate structure (société unipersonnelle à responsabilité limitée – single-member limited liability company). This enables a business project owner to set up a company on his/her own.  “The purpose of the bill is to provide a practical, flexible solution that has already proved itself in many countries,” says Corinne Bertani, who presented the bill. “I have no doubt that this form of company will be suitable for many retailers, for example, and it will enable entrepreneurs to set up on their own, while limiting their liability to the amount of their investment.”

Mathilde Le Clerc added: “There is therefore a distinction between corporate and personal assets, protecting the business owner from the economic risks associated with entrepreneurial activity.” Franck Julien, who worked on both texts, stressed that the SURL is an example of an essential development “to stimulate our economy, create jobs and guarantee our attractiveness.”

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Franck Julien spoke on the two bills he had worked on – © Conseil national
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The second type of entity is the SIMA: the Société d’Innovation Monégasque par actions (Monegasque joint-stock innovation company). “We might wonder what investor would be prepared to pay 1.5% to increase capital in the Principality, when the same investment made in the well-known “tax haven” next door would cost on average 4 times less? Lose your investor or leave the Principality is a choice we don’t want our start-ups to have to make, and it is one of the major advantages of this bill,” said Roland Mouflard, the bill’s rapporteur. The bill focuses on start-ups, with innovation strongly encouraged since the creation of MonacoTech in 2017.

This new type of business structure aims to provide better support for young entrepreneurs, while at the same time launching a “dematerialisation 3.0 of company law by providing for modern mechanisms, such as the recording on a digital medium of all legal transactions carried out by the company, the storage of all digital documents relating to its corporate life in digital format, (…) online tax returns, electronic transfer and remote payment of all formalities pertaining to company law, registration and stamp duty returns and payments.”

“The aim of the bill is to enable innovation, and then to make variable share capital an imperative, inherent feature of the SIMA. But also to facilitate the participation of new investors and fundraising by innovative companies. (…) This bill will enable MonacoTech to continue to develop innovation,” said Karen Aliprendi.

“We want to send out a clear message: we are here to support entrepreneurs, to believe in their potential, to give them the means to succeed. But we are also here to attract and encourage investors who see the enormous potential of innovative companies in Monaco,” Franck Julien also stressed.

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