Bill No. 1112 amending various provisions relating to chartered accountancy, statutory auditing and corporate accounts

Government Bill No. 1112 amending various provisions relating to chartered accountancy, statutory auditing and corporate accounts (103 articles), received by the Parliament on 25 July 2025, was tabled in the public session of 2 October 2025 and referred to the Legislation Committee. It was voted on 5 October 2026.

This is the second stage in the modernisation of Monaco company law following Law No. 1.573 of 8 April 2025. The aim is to "complete the reform process, paying particular attention to the effectiveness of statutory control, the protection of shareholders and the confidence of third parties. Through this initiative, the Prince's Government confirms its determination to guarantee robust, transparent company law that is adapted to contemporary governance and economic regulation issues." (Explanatory memorandum to Bill No. 1112).

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Purpose of the Law

The Law (L) that has been passed focuses on:

• the modernisation of the profession of chartered accountant ("expert-comptable"), and the roles of contribution auditor ("commissaire aux apports") and statutory auditor ("commissaire aux comptes") in public limited companies ("sociétés anonymes monégasques" and limited partnerships with share capital ("sociétés en commandite par actions"), “taking into account developments in international practices and standards” (Report on Bill No. 1112);
• the requirement to prepare and file consolidated accounts for "parent companies" in the case of public limited companies or limited partnerships with share capital engaged in commercial activities, as well as commercial companies other than those with share capital, provided that, at the end of their financial year, they exercise sole or joint control over one or more legal persons or entities;
• the revision of the system of criminal penalties “in order to ensure a fair balance between the effectiveness of audit obligations and the constraints faced by the company” (ibid.).

The Law amends:

• Law No. 408 of 20 January 1945 supplementing the Ordinance on public limited companies and limited partnerships with share capital of 5 March 1895, in particular with regard to the appointment, powers and responsibilities of auditors (Title I, Articles 1 to 52 PL)
• Law No. 1.231 of 12 July 2000 on the professions of chartered accountant and certified public accountant, as amended (Title II, Articles 53 to 79 PL)
• Commercial Code (Title III, Articles 80 to 87 PL)
• Law No. 1.573 of 8 April 2025 on the modernisation of companies (Title IV, Articles 88 and 89 PL).

The law will come into force immediately, on the day after its publication in the Journal de Monaco, except for transitional and derogatory provisions (Title V, Articles 93 to 103 of Bill No. 1112).

For the record, the parliament has specified the next steps in the modernisation of Monaco company law (Source : https://www.conseil-national.m...): Introduction of the "Société par Actions Autorisées" (authorised share company) with share capital between that of a SARL (limited liability company) and a SAM (joint stock company), reform of bankruptcy law, dematerialisation of company securities, and complete codification of company law.

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CONTENT of the Law (L)

→ Main amendments to Law No. 408 of 20 January 1945 supplementing the Ordinance on public limited companies and limited partnerships with share capital of 5 March 1895, in particular with regard to the appointment, powers and liability of auditors (Title I, Articles 1 to 52 L)

• New title of Law No. 408 following the repeal of the Order of 5 March 1895 (article 98 of Law No. 1.573 of 8 April 2025 on the modernisation of company law): "Law No. 408 of 20 January 1945 relating to public limited companies and limited partnerships with share capital, in particular as regards the appointment, powers and liability of auditors, as amended" (art. 1 L).
• Restructuring of the provisions of Law No. 408 with the insertion of headings to improve readability (art. 2, 10, 37, 40, 41, 48 and 50 L) :
  Section I. Contribution auditors ("commissaires aux apports")
  Section II. Statutory auditors ("commissaires aux comptes")
  Section III. Accounting obligations (Sub-section I. Preparation of the accounts and the management report ("rapport de gestion") ; Sub-section II. Approuval of the accounts ; Sub-section III. Submission of the accounts)
  Section IV. Criminal provisions
  Section V. Final and transitional provisions
• Appointment of the contributions auditor ("commissaire aux apports"): "from amongst the chartered accountants registered on the roll of members of the Order provided for by Law No. 1.231 of 12 July 2000 on the profession of chartered accountant, as amended" (art. 1 L. 408 / art. 3 L, replacing the reference to "the Order's table, established by Law of 12 January 1945").
• Selection of experts assisting the Commissioner for Contributions : addition of "the requirement of good repute as defined by Sovereign Order" (art. 2 L. 408 / art. 4 L).
• Rules on incompatibilities applicable to contribution auditors, statutory auditors and experts assisting them (prevention of conflicts of interest) (art. 3, 4, 4-1, 11, 12, 12-1 L. 408 / art. 5 à 7, 14 à 16 PL) :
  Alignment of the provisions of Law No. 408 with developments arising from the Law No. 1.573 of 8 April 2025 on the modernisation of company law and extension of the rules on incompatibility to strengthen guarantees of independence and impartiality (removal of the concept of "manager" ("gérant"); new reference to the “director” ("dirigeant") to cover the legal representative of Monegasque public limited companies and limited partnerships with share capital, the “board of directors”("conseil d'administration"), the “chief directors” ("premiers administrateurs), the “partner in a common life agreement” ("partenaire d'un contrat de vie commune"), “the person with whom they live in a marital relationship”, to the “cohabiting partner under a cohabitation agreement”("cohabitant d'un contrat de cohabitation"),, and to “the person carrying out their duties within the same professional practice as the statutory auditor or chartered accountant of the company concerned”). The rules on incompatibilities are extended to experts who may assist them.
  Sanction. At the request of any person with an interest in the matter, the court may declare null and void any resolutions passed by the general meeting on the report of a contribution auditor or statutory auditor who was appointed or remained in office whilst not registered with the Order or whilst in a situation of incompatibility. The right to bring an action for annulment is subject to a limitation period of one year from the date of the resolution passed by a general meeting duly convened; however, this right is extinguished in the event of regularisation, namely if the resolutions are expressly confirmed by the general meeting on the basis of the report of the contribution auditor or statutory auditor duly appointed.
• Mandatory invitation to the contributions commissioner to attend the second general meeting scheduled for article 19 of Law No. 1.573 of 8 April 2025 (approval of contributions in kind or special benefits) (art. 5 L. 408 / art. 8 L).
• Obligation of contribution auditors and statutory auditors to report to the Public Prosecutor ("Procureur Général") "anys facts likely to constitute a criminal offence of which they become aware in the course of carrying out their duties" (art. 5-1 and 31-1 L 408 / art. 9-1 and 36-1 L).
• Obligation (rather than an option) to appoint deputy statutory auditors: to ensure the continuity of audits and to prevent any interruption that could be detrimental to the financial security of the audited companies (in the event of the incumbent auditors being unable to perform their duties, resigning, having their authorisation to practise revoked, or dying) (art. 8 L. 408 / art. 11 L).
• Retention of the general rule governing the term of office of statutory auditors for three consecutive financial years, renewable, “unless otherwise provided for by law” : the addition of this latter provision is intended to “avoid any legislative inconsistency regarding the term of office of statutory auditors in a Monegasque public limited company, which may vary depending on the company’s business activity” (Report on Bill No. 1112) (art. 9, para. 1 L. 408 / art. 12 L).
• Increasing the transparency of the process for appointing statutory auditors: formalising the contractual relationship by means of a letter or email addressed to the director confirming acceptance of the assignments; failing this, the resolution approving the appointment of the statutory auditors shall be null and void (art. 9, para. 2 L. 408 / art. 12 L).
• Statutory audit - Requirement to appoint two statutory auditors when (art. 13 L. 408 / art. 17 L):
  1°) for two consecutive financial years, two of the following three thresholds are met (amounts set by ministerial order) : - balance sheet total exceeding €20,000,000, - turnover excluding VAT > €50,000,000, - number of employees during a financial year > 50;
  2°) legal persons or entities whose securities are admitted to trading on a regulated market, and companies which hold a monopoly, a privilege or a public service concession;
  3°) the company is required to prepare consolidated accounts pursuant to the second paragraph of article 34 L. 408.
• Details regarding the operation of the joint statutory audit (art. 14 L. 408 / art. 18 L) : "They must belong to separate professional bodies" (art. 14 L. 408 / art. 18 L).
• Clarification of the rules governing the reappointment of statutory auditors depending on whether there is: 1 (upon expiry of the term of office) or 2 statutory auditors (replacement of one of them no later than at the end of 3 consecutive terms of office), and for those appointed in the cases provided for in point 2°) of Article 13 L 408, namely legal persons or entities whose financial securities are admitted to trading on a regulated market and companies which benefit from a monopoly, a privilege or a public service concession (replacement no later than at the end of four consecutive terms of office; may be reappointed to this position upon the expiry of a period of three years from the end of the fourth consecutive term of office) (art. 15 L. 408 / art. 19 L).
• Clarification of the rules applicable in the event of a failure or irregularity in the appointment of (principal or deputy) statutory auditors by the Annual General Meeting, or in the event of their continued tenure in office, in breach of the provisions of this Law No. 408 (art. 17 L. 408 / art. 21 PL) : The President of the Court of First Instance, who has jurisdiction to appoint or, as the case may be, replace them, ruling in summary proceedings upon application by any interested party, may henceforth delegate his or her powers to another judge within his or her jurisdiction. It is further stipulated that “The mandate conferred by the court shall expire at the next ordinary general meeting called to approve the accounts if the general meeting has appointed the statutory auditor(s)”, which serves to “ensure the continuity of the auditor’s duties, without infringing upon the decision-making power of the general meeting” (Report on Bill No. 1112).
• It is added that the statutory auditors must be invited to all general meetings, and that on such occasions they must report any irregularities and inaccuracies identified during the course of their audit (art. 18 L. 408 / art. 22 L).
• Audits and inspections. Extension of the statutory auditors’ right to information. Any obstacle brought to the attention of the Public Prosecutor: the provision by the company’s directors or senior managers of any written explanations, justifications and certificates which the statutory auditors deem necessary for the performance of their duties. Any obstacle hindering the performance of the audit or inspection duties provided for in article 19, paragraph 2, of Law No. 408 must be brought to the attention of the Attorney General without delay, by any means leaving a written record (art. 19 L. 408 / art. 23 L).
• Revision of the statutory auditors’ ongoing duty to certify the annual accounts and consolidated account: they certify, providing reasons for their assessments, that the annual accounts are in order and true and fair, and give a true and fair view of the results of the company’s operations for the past financial year, as well as its financial position and assets at the end of that financial year. They ensure that these documents reflect: 1°) in the balance sheet, the company’s position at the end of the past financial year; 2°) in the profit and loss account, the results of operations for the financial year; 3°) in the notes to the accounts, descriptive information. The same applies to the consolidated accounts, which must, in addition, give a true and fair view of the results of the group comprising the legal persons or entities included in the consolidation (art. 21 L. 408 / art. 25 L).
• Wide scope of work for the expert appointed by the statutory auditor: the expert may assist the statutory auditor in all areas other than accounting and auditing, provided that such assistance is strictly proportionate to the requirements of the engagement (art. 22 L. 408 / art. 26 L).
• Statutory Auditor’s general report: it is added that, where applicable, it must state the reasons preventing the certification of the accounts (art. 25 L. 408 / art. 29 L).
• Preparation of the group management report ("rapport sur la gestion du groupe") by the statutory auditors: renamed “report on the consolidated accounts” ("rapport sur les comptes consolidés") to avoid any confusion with the “group management report” prepared at the request of the board of directors ("conseil d'administration") or the managing directors ("gérants"), as provided for in Article 34 of Law 408 (art. 26 L. 408 / art. 30 L.).
• Abolition of the procedure before the President of the Court of First Instance for determining the remuneration of the auditor(s) in the event of difficulties (art. 28 L. 408 /art. 32 L).
• Appeals against orders made by the President of the Court of First Instance appointing or replacing one or more statutory auditors: may, where appropriate, be the subject of an appeal ("appel") or an objection ("opposition") (art. 33 L)
• It is added that Istatutory auditors, and their deputies who have actually carried out audit duties, may not, for a period of five years following the expiry of their term of office with the company, carry out their duties within an entity that is controlled by, or controls, the company for which they carried out their duties as statutory auditors (art. 30 L. 408 / art. 34 L).
• Clarification and strengthening of the liability regime for statutory auditors, who are liable to the company and to third parties for any harmful consequences arising from any fault or negligence on their part committed in the course of their duties. They cannot be held liable for information or disclosures of facts made by them in the course of their duties. They are not civilly liable for offences committed by directors ("dirigeants"), unless, having been aware of them, they failed to report them in their report to the annual general meeting (art. 31 L. 408 / art. 35 L).
• Updating and supplementing the rules governing the preparation and approval of company accounts, including the establishment of an obligation for parent companies of a group of companies engaged in commercial activities to prepare and present consolidated accounts to the annual general meeting provided that, at the end of their financial year, they exercise sole or joint control over one or more legal entities in accordance with the conditions laid down by sovereign ordinance, and that they exceed the thresholds defined by ministerial decree. This requirement enables Monaco to comply with its international commitments under the OECD Action 13 BEPS (Base erosion and profit shifting) (art. 34 and 34-1 L. 408 / art. 39 and 40 L). Paragraph 2 of Articles 34 and 34-1 of Law 408, as amended, shall come into force on the date specified in the regulations adopted for their implementation (art. 102 L).
• In addition, the statutory auditors’ certificate must include information regarding the identity of the directors, the managing directors, the chairman and senior executives, as well as the statutory auditors currently in office, in accordance with the conditions laid down by sovereign ordinance; revision of the practical procedures for filing the certificate, to which the general report and, where applicable, the consolidated accounts must be appended: these documents must be sent to the Trade and Industry Register (RCI), and no longer to the Minister of State; the Minister of State is empowered to serve a formal notice on the company’s registered office requiring the senior executives to provide him with these documents (art. 35 and 38 L. 408 / art. 42 and 43 L).
• In the event of a formal notice remaining unheeded or insufficient justification being provided, the Minister of State and the public prosecutor shall be entitled to refer the matter to the President of the Court of First Instance, or the judge delegated by him, for the purpose of having an appropriate ad hoc representative appointed to carry out the formalities at the company’s expense (art. 39-1 L. 408 / art. 46 L).
• Revision of criminal penalties to ensure a fair balance between the effectiveness of audit obligations and the constraints faced by businesses (Articles 39-3 to 39-13 L 408/ Article 48 L). The director ("dirigeant") (in addition to the board member "administrateur") is liable in the event of an offence involving the destruction, removal or concealment (or attempted destruction, removal or concealment) of records, books or documents which are required to be retained (art. 40 L. 408 / art. 48 L).

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→ Main amendments to Law No. 1.231 of 12 July 2000 on the professions of chartered accountant and certified accountant, as amended (Title II, Articles 53 to 79) L) :

• Abolition of the profession of certified accountants ("comptables agréés") , which has been incorporated into the profession of chartered accountant ("expert-comptable); the Law is hereby renamed "Law No. 1.321 of 12 July 2000 on the profession of chartered accountant", and all references to certified accountants are deleted from Law No. 1.321 (art. 53, 55, 57, 63, 66 à 68, 70 to 74 L).
• Redefinition of the roles of a chartered accountant, distinguishing between core roles, which are subject to a licence to practise, and those that may be carried out without any specific licence, as well as ancillary roles (art. 2 L. 1.231, art. 56 L).
• Abolition of the numerus clausus in order to facilitate access for Monegasque nationals to the profession of chartered accountant. However, the maximum number of foreign nationals who may be authorised to practise as chartered accountants in Monaco is set by sovereign ordinance, and for such persons, administrative authorisation may only be granted provided that Monaco’s needs are not fully met by the chartered accountants already authorised to practise in Monaco (art. 4 L. 1.231 / art. 58 L).
• From now on, any chartered accountant registered with the Order and with at least five years’ professional experience in Monaco may be appointed to act as a insolvency practitioner ("administrateur judiciaire"). Chartered accountants wishing to act as liquidators ("liquidateur") or trustees ("syndic") remain subject to a numerus clausus by sovereign order (art. 4-1 L. 1.231 / art. 58-1 L).
• Revision and modernisation of the conditions governing entry into and the practice of the profession of chartered accountant, both as an individual and within a firm; including an update to the criteria relating to training, the required professional experience and the conditions regarding good repute (art. 5 à 8 L. 1.231 / art. 59 à 62 L):
  Removal of the requirement to hold a French chartered accountant’s qualification in order to practise; a qualification “recognised as equivalent by the Order” of chartered accountants is now accepted.
  Removal of the requirement to have been employed for a period of three years by a member of the Order, “on the grounds that holders of a chartered accountancy qualification are already required to complete a three-year professional placement in order to obtain that qualification. It appeared to them that this additional requirement, of equivalent duration, was likely to constitute an unjustified and excessive barrier to entry into the profession” (Report on Bill No. 1112).
  The provisions of Article 5 of Law No. 1.231 of 12 July 2000, as amended and as now worded, shall not apply to applications for authorisation to practise as a chartered accountant submitted prior to the date of entry into force of this Act and which are under consideration on the date of its entry into force (art. 103 L).
  Every Monegasque accountancy firm must submit to the Council of the Order, in addition to the register of shareholders referred to in the article 5-4 of Law No. 797 of 18 February 1966 on civil partnerships ("sociétés civiles"), as amended, any document capable of certifying compliance with the majority provisions laid down in article 8 of Law No. 1.231.
  No person or interest group external to those registered on the Order’s roll may hold, either directly or through an intermediary, a share of the capital or voting rights such as to jeopardise the practice of the profession, the independence of chartered accountants or their compliance with the rules governing their status and professional conduct.
• Revision of the rules governing advertising relating to the profession of chartered accountant: any public communication comparing services between professionals is prohibited, regardless of how the business is conducted. Pricing practices may be disclosed (transparency) (art. 11 L. 1231 / art. 64 PL).
• Composition of the Order’s Council: the President, the Vice-President and at least one member must hold Monegasque nationality (art. 19, L. 1.231 / art. 70 PL).
• Proceedings against chartered accountants who fail to uphold the honour, integrity, duties or rules of the profession: in the event of prosecution for a criminal offence, the Minister of State may order the temporary suspension of the chartered accountant’s practising rights, after the chartered accountant has been given the opportunity to be heard or has been duly summoned to provide an explanation (to protect their rights and ensure compliance with the principle of the right to be heard) (art. 25 L. 1.231 / art. 72 L.)
• It is added that the authorisation to practise granted to a foreign accountancy firm in Monaco is granted to the firm’s directors ("dirigeants") and not to the firm itself (art. 31 L. 1.231 / art. 75 L).
• Introduction of a specific offence of impersonating a chartered accountant, with an express prohibition on practising this profession under a false identity or a pseudonym (art. 32-1 and 33-1 L. 1.231 / art. 77 and 79 PL).

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→ Main amendments to the provisions common to commercial companies other than public limited companies in the Commercial Code (Title III, Articles 80 to 87 L)

• Removal of all references to certified accountants (art. 35-3, 51-9 CCom /art. 80 and 85 L).
• Documents submitted for approval by the Annual General Meeting: it is now specified that the content of the management report ("rapport de gestion") for the past financial year and the report on the performance of contracts and business dealings between the company and one of its directors or partners ("rapport sur l'exécution des marchés et entreprises entre la société et un de ses gérants ou associés") is defined by Sovereign Order; it is added that the consolidated accounts ("comptes consolidés") and the report on the management of the group ("rapport sur la gestion du groupe"), drawn up in accordance with the new Article 51-6-1 (see below) are also subject to approval by the Annual General Meeting (art. 51-6 CCom / art. 81 L). Paragraph 3 of Article 51-6 of the Commercial Code, as amended, shall come into force on the date specified in the regulations adopted for its implementation (art. 102 L).
• Consolidated accounts and management report of the group drawn up annually under the responsibility of the managing director(s): "in accordance with the procedures laid down by Sovereign Order, provided that, at the end of their financial year, they exercise exclusive or joint control over one or more other legal persons or entities in accordance with the conditions defined by Sovereign Order, and that they exceed the thresholds defined by Ministerial Order" (new art. 51-6-1 CCom / art. 82 L). The revised Article 51-6-1 of the Commercial Code shall come into force on the date specified in the regulations adopted for its implementation (art. 102 L).
• Documents to be submitted annually by the manager to the Trade and Industry Register (RCI): it is specified that the Director of Economic Development (DDE) is required to inform the Public Prosecutor where a formal notice has proved unsuccessful or where the supporting documents submitted appear to be insufficient; it is provided that the procedure for appointing a chartered accountant, as set out in Article 38 of Law No. 408, does not apply to consolidated accounts (art. 51-7 CCom / art. 83 L).
• Criminal liability of directors ("dirigeants"):
  Offence of failing to arrange for the appointment of one or more statutory auditors: insertion of the term "knowingly" in order “to emphasise the intentional element of the offence and thus limit the penalty to conduct committed knowingly, to the exclusion of negligence” (Report on Bill No. 1112) (art. 51-9 CCom / art. 86 L).
  Update on other offences committed by directors, in light of the new provisions inserted into the Commercial Code, and tougher penalties for repeat offences (a fine of between 9,000 and 18,000 euros, instead of the previous range of 1,000 to 2,250 euros) : failure to draw up the required documents, to submit these documents to the ordinary general meeting, and to forward these documents to the RCI (art. 51-13 CCom / art. 87 L.)

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→ Various provisions (Title IV, Articles 88 to 92 L)

• Amendment to the Law No. 1.573 of 8 April 2025 on the modernisation of companies: add that "The term of office of directors is renewable, unless otherwise stipulated in the articles of association."; and that “The annual ordinary general meeting shall discuss the balance sheet and accounts submitted to it, approve, amend or reject them; it shall determine the dividends to be distributed and deliberate on any other matters relating to the normal conduct of the company.” (art. 22 and 36 L. 1.573 / art. 88 and 89 L).
• New references to be read into the Monegasque provisions, owing to changes to the titles of the laws and the abolition of the profession of certified accountant: Law No. 408 of 20 January 1945 on public limited companies and limited partnerships with share capital, in particular as regards the appointment, powers and liability of auditors; Law No. 1.231 of 12 July 2000 relating to the profession of chartered accountant; the professional category of certified accountant shall be understood to refer to the profession of chartered accountant (art. 90 to 92 L).

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→ Transitional provisions (Title V, Articles 93 to 103 L)

• The provisions of this Law shall come into force immediately, with effect from the day following its publication in the Journal de Monaco (Article 93 L).
• By way of derogation, legislative provisions coming into force on the date set by the regulatory provisions adopted for their implementation (Article 102 L):
  1) the second paragraph of Article 34 of Law No. 408 of 20 January 1945, as amended, in its new wording; 2) paragraph 2 of Article 34-1 of Law No. 408 of 20 January 1945, as amended, in its new wording;
  3) paragraph 3 of Article 51-6 of the Commercial Code, in its new wording;
  4) Article 51-6-1 of the Commercial Code, in its new wording.
• By way of derogation, the provisions of Article 5 of Law No. 1.231 of 12 July 2000, as amended, as amended, relating to admission to the profession of chartered accountant, shall not apply to applications for authorisation to practise the profession of chartered accountant submitted prior to the date of entry into force of this Law and which are under consideration on the date of its entry into force (art. 103 L).
• The terms of office of statutory auditors in post on the date this Law comes into force shall continue until their expiry, in accordance with the term applicable on the date of their appointment (art. 94 L.).
• Two serving statutory auditors: where the first annual general meeting following the entry into force of this Act does not find that at least one of the circumstances set out in Article 13 par. 1 of Law No. 408 of 20 January 1945, as amended and restated, applies, it may decide to terminate the term of office of one of the two serving auditors, without such a decision giving rise to any right to compensation (art. 95 L).
• Statutory auditors in office on the date this Law comes into force at a legal person or an entity whose securities are admitted to trading on a regulated market, or at a company which holds a monopoly, a privilege or a public service concession: may have their term of office renewed, provided that the total duration of their service does not exceed twenty-four financial years, notwithstanding the provisions of Article 15 of Law No. 408 of 20 January 1945, as amended, in its new version (art 96 L).
• Compliance by accountancy firms incorporated as public limited companies: a period of 18 months from the date of entry into force of this Law to comply with art. 8 of Law No. 1.231 of 12 July 2000, as amended, in its new wording (provisions on majority voting, the register of shareholders, and the holding of capital and voting rights) (art. 97 L).
• Automatic registration as chartered accountants for certified accountants listed on the Order’s register on the date this Law comes into force (art. 98 L), who are exempt from obtaining administrative authorisation (art 99 L.). The Council of the Institute of Chartered Accountants has a period of 3 months, from the date of entry into force of this Act, to carry out the merger of the sections for chartered accountants and certified accountants within the Order's register (art. 100 L).
• The current Council of the Order at the time of the publication of this Law shall remain in office until the end of its term of office (art. 101 L).