Draft law No. 271 on certain real estate activities and professions (adopted)

Draft law no. 271 relating to certain real estate activities and professions (parliamentary origin) was received by the Parliament (Conseil National) on 24 September 2025 and adopted on 2 October 2025.

Draft law no. 271 (18 articles) adapts Law no. 1.252, which "constitutes the founding text of the legal framework applicable to real estate professionals in Monaco" (setting out the conditions for access to and practice of the real estate profession, prior administrative authorisation, professional guarantees), to "current economic and professional realities". (Explanatory memorandum to draft law No. 271)

Note: a draft law adopted by the Conseil National is forwarded to the Government, which has the option of transforming it into a bill or halting the legislative process.

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SUMMARY

Targeted revision of the provisions of Law No. 1.252 of 12 July 2002 on the conditions for carrying out activities relating to certain transactions involving real estate and business assets, as amended (new requirements for the issuance of administrative authorisation, creation of a professional card, training requirement, prohibition on unauthorised persons from carrying out any form of commercial advertising, etc.) takes into account "the expectations of local professionals, in particular the Monegasque Real Estate Chamber" with the aim of "ensuring a high level of professionalism within the sector, while protecting residents and investors against the risks associated with the involvement of unauthorised parties". (Report of the Finance and National Economy Committee on draft law No. 271)

This reform, which aims to "increase the professionalism of those working in the sector", is motivated by changes in the "economic and legal context (...) which is becoming more demanding", "customer expectations" and the number of "technical and regulatory requirements now imposed on professionals in the sector", the "increasing technicality of operations, the complexity of legal and financial arrangements, and the requirements for transparency and compliance - particularly in the fight against money laundering and terrorist financing -", "the cross-disciplinary nature of skills in the fields of property law, co-ownership law and contract law (...) all of which are requirements that must now be considered essential standards for all professionals in the sector." (Explanatory memorandum to draft law No. 271)

The Finance and National Economy Committee stated that it wished to adopt this drfat law quickly on the grounds that it "is in line with the objective of protecting the economic interests of the Principality, but also of preserving the image of excellence and rigour on which Monaco's international reputation is based." (Ibidem)

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Provisions of draft law No. 271 (passed)

The proposed amendments to Law No. 1.352 are as follows:

¤ Issuance of administrative authorisation to natural and legal persons

For the record, natural or legal persons who habitually engage in transactions involving the property of others relating to the following must obtain administrative authorisation:

1. the purchase, sale or exchange of the rental or subletting of furnished or unfurnished buildings or land,
2. the purchase, sale or lease management of business assets,
3. the purchase or sale of non-negotiable shares where the company's assets include a building or business assets,
4. property management, the administration of real estate and the management of co-owned buildings.

→ Firstly, Draft law No. 271 introduces two new requirements (amendment to Article 3 L. 1.252):

• Proof of actual residence in the Principality of Monaco for petitioners who are natural persons, for natural persons who administer the petitioning legal entity, and for the beneficial owners of the legal entity responsible for administering the petitioning legal entity.

This territorial connection requirement aims to "strengthen the local roots of real estate professionals in a sector that is highly strategic for the Monegasque economy (...) ensure that economic actors involved in this field have a real and stable presence in the territory, which is essential for effective supervision of the activity and promotes proximity to clients and local institutions." (Explanatory memorandum to draft law No. 271)

• In addition, natural persons who administer the petitioning legal entity are required to hold a minimum 25% stake in the capital of that legal entity. Similarly, where the petitioning legal entity is administered by another legal entity, the latter must also satisfy this capital holding requirement.

The 25% threshold "corresponds to an internationally recognised criterion for determining beneficial ownership, as defined in the standards of the Financial Action Task Force (FATF) and included in Sovereign Order No. 2.318 of 3 August 2009 setting out the conditions for the application of Law No. 1.362 on the fight against money laundering, the financing of terrorism and the proliferation of weapons of mass destruction, and corruption, as amended." (Explanatory memorandum to Draft law No. 271)

This capital holding requirement thus aims to "strengthen the effective responsibility of managers by linking their function to a real economic interest in the company, in order to ensure that they are not simply “detached” managers. In a sector exposed to the risks of money laundering and terrorist financing, it has become essential for managers to be personally and financially involved in the structure they manage." (Ibidem)

→ Secondly, Draft law No. 271 includes specific provisions for public limited companies (sociétés anonymes monégasques SAM) and limited partnerships with share capital (sociétés en commandite par actions) (new Article 3-1 L.1.252).

• When the legal entity seeking administrative authorisation is a SAM or a limited partnership with share capital, its shareholders are required to
  obtain approval from the Minister of State.
• Any change of shareholder is also subject to obtaining the aforementioned approval in advance, under penalty of revocation of the authorisation to incorporate the company under the conditions provided for by Law No. 767 of 8 July 1964 on the revocation of authorisations to incorporate public limited companies and limited partnerships with share capital, as amended.

This addition aims, on the one hand, to harmonise requirements regardless of the legal form of the company: "inspired by Law No. 1.439 of 2 December 2016 establishing the multi-family office activity, aims, first and foremost, to harmonise the regime applicable to shareholders with that already applicable to partners, by subjecting the former to the same requirements, such as morality, verified in the context of administrative authorisation." ; secondly, to protect the real estate sector by ensuring, in view of "the economic and reputational issues at stake, (...) that shareholders offer all the guarantees of good character (...) and respect the values and requirements specific to the Monegasque economic framework’". (Explanatory memorandum to Draft law No. 271)

→ Finally, Draft law no. 271 formalises the administrative practice concerning the establishment of real estate activities (new Article 3-2 L. 1.252):

• Prohibition on establishing real estate activities at the domicile of the holder of the administrative authorisation, or at the domicile or registered office of the persons who administer or manage the legal entity.

This prohibition formalises administrative practice. The aim is to "guarantee the reliability, stability and transparency of structures operating in a particularly sensitive sector. The activity of a real estate agent, particularly when it concerns transactions involving buildings and business assets, involves a relationship of trust with clients, the handling of funds and the storage of sensitive documents. It cannot therefore be carried out in places which, by their nature, lack a minimum level of visibility." (Explanatory memorandum to Draft law No. 271)

• These activities may be carried out in a shared office within a business centre within the meaning of paragraph 29) of the first subparagraph of Article 1 of Law No. 1.362 of 3 August 2009 on the fight against money laundering, the financing of terrorism and of the proliferation of weapons of mass destruction and corruption, as amended, but only for a period of two years from the date of issue of the administrative authorisation.

This provision allows "entrepreneurs to benefit from more flexible set-up conditions for the first two years of operation, by allowing them to establish the registered office of these activities in so-called “shared” offices located in a domiciliation centre, also known as a business centre". (Explanatory memorandum to Draft law No. 271)

¤ Creation of a "professional card" ("carte professionnelle") and training requirement

→ New requirement to hold a "professional card" issued by the authorities for persons involved in activities relating to "transactions in real estate and business assets" (new Article 11-1 L. 1.252):

• Persons required to obtain a "professional card": natural persons who administer or manage a legal entity carrying out such activities; persons who manage each establishment, branch or agency; persons performing duties (to be precisely defined by sovereign order) similar to those of negotiators or commercial agents (to be precisely defined by sovereign order).
• Information on the" professional card", which is valid for five years and renewable: in particular, the identity of the holder, the activities for which they are authorised or which they carry out, and the company name or trade name of the establishment, branch or agency. Any change to any of this information must be brought to the attention of the Administration by the holder without delay.
• The "professional card" must be returned when the licence to practise is withdrawn or the employment contract is terminated, and in the event of any change to the information appearing on the card.

This measure aims to "strengthen the professionalisation of the real estate sector in the Principality by introducing a clear means of identifying individuals authorised to operate in this market". It is in line with the practice of "many European countries (which) have already implemented similar measures, making the card a recognised standard. For example, France has required the possession of such a card since 1970. As an international real estate market, Monaco has every interest in adopting a model that is harmonised with those of other countries, in particular to gain visibility and credibility with foreign investors and professionals." (Explanatory memorandum to Draft law No. 271)

→ Training requirement (non-certificate) for persons covered by the professional card (new Article 11-2 L. 1.252):

• Requirement to undergo training at least once during each five-year period of validity of the professional licence;
• Persons called upon to work for the first time in a Monegasque estate agency in roles similar to those of commercial negotiators and who do not meet the professional aptitude requirements determined by sovereign order are required to undergo training within one year of taking up their first position. An extension may be requested from the Administration for a "legitimate and duly justified reason".
• This training would be provided by a training or educational organisation, after consultation with the Monegasque Real Estate Chamber (Chambre Immobilière Monégasque).
• The cost of training employees is borne by the holder of the administrative authorisation.
• The transitional provisions exempt holders of administrative authorisation, persons responsible for the administration of the agency and those who manage each establishment, branch or agency on the date of entry into force of the law from this training obligation.

The aim of the training, which "is in line with current practices, as the Monegasque Real Estate Chamber already offers its members the opportunity to take training modules in areas related to their profession", is not only to "ensure that professionals' skills in the field of real estate are continuously updated, but also to keep up to date with developments in related areas such as contract law, urban planning and construction law, which require constant effort on the part of those working in the sector to stay informed and adapt." (Explanatory memorandum to Draft law No. 271)

¤ Mandate

→ Introduction of the obligation for the holder of administrative authorisation to draw up a written mandate authorising to negotiate or enter into transactions relating to the real estate activities listed in Law No. 1.252 (amendment to Article 12 L. 1.252)

• This time-limited mandate may be drawn up in handwritten or electronic form under the conditions provided for in Articles 1163-3 and/or 1163-4 of the Civil Code.
• No property, effect, value or sum of money representing commissions, research costs, administrative costs, advertising or any other form of intermediation is due to the holder of an administrative authorisation or may be accepted by them before one of the transactions referred to in Law No. 1.252 has been effectively concluded and recorded in a single document recording the commitment of the parties.

This written mandate is "required by foreign legislation, particularly French legislation". (Explanatory memorandum to Draft law No. 271)

→ Mandate relating to property management operations (amendment to Article 13 L. 1.252)

• The mandatary is required to render accounts at least once a year, which requires the mandatary to report on the management within a reasonable period of time.

This adjustment is in line with French practice. (Explanatory memorandum to Draft law No. 271)

¤ Payment of commission

→ Commission may only be paid to the mandatary who holds the administrative authorisation (amendment to Article 15 L. 1.252)

This provision is motivated by the fight "against the illegal exercise of activities" and aims to "ensure that remuneration linked to a real estate transaction is received exclusively by duly authorised professionals, located in Monaco, subject to training, insurance, transparency and administrative control obligations. It thus contributes to the moralisation of the sector and the protection of purchasers by preventing remuneration for illegal practices or services provided by persons not subject to the legal requirements of competence, in order to avoid unfair competition and thus protect professionals in the market". (Explanatory memorandum to Draft law No. 271)

¤ Commercial advertising

→ Any natural person or legal entity that is not authorised under Law No. 1.252 is prohibited from carrying out any commercial advertising, regardless of the medium (physical or digital), relating to the transactions it governs (new Article 18-1 L. 1.252).

Exceptions - This prohibition does not apply when:

• such advertising is carried out with the consent of the person authorised in accordance with the provisions of Law No. 1.252 or, failing that, the owner of the property being advertised. Where applicable, the advertising medium must mention the identity of this authorised person or the trade name of the establishment operated by this person.
• the person holds property rights or shares in the legal entity holding property rights to the real estate located in Monaco that is the subject of the advertisement.

The prohibition aims to "prevent any unauthorised persons from misrepresenting themselves as real estate professionals on the basis of this law, which could create confusion among the public or lead to illegal activities in the real estate sector." (Explanatory memorandum to Draft law No. 271)

Only "advertising carried out for profit (...)’ is covered by the prohibition. Therefore, the selfless republication of advertisements concerning goods for sale on social networks, for example, should not fall under this prohibition." (Ibidem)

¤ Administrative and criminal penalties

Draft law No. 271 provides for penalties for non-compliance with the new obligations and prohibitions envisaged, while revising the quantum of certain existing criminal penalties (either upwards or downwards):

→ With regard to Monegasque public limited companies and limited partnerships with share capital: addition of penalties of suspension or revocation of administrative authorisation in the cases provided for by Law No. 767 of 8 July 1964 on the revocation of authorisations to form public limited companies and limited partnerships with share capital, as amended (amendment to Article 19 L. 1.252)

→ Offences punishable by a fine of between €9,000 and €18,000: carrying out any of the operations provided for by Law No. 1.252 without first establishing a compliant mandate; (reduction in the amount of the fine, currently between €18,000 and €90,000) failure by any insurance company director or representative in the Principality to comply with of the obligation to immediately notify the Minister of State of any suspension of cover, termination of tacit renewal or cancellation of the professional civil liability insurance contract (new Article 19-1 L. 1.252)

→ Offences punishable by a fine of €18,000 to €90,000, which may be increased to the amount of any profit made: receiving remuneration without holding administrative authorisation; failure to comply with the ban on commercial advertising; (increase in the amount of the fine, currently from €9,000 to €18,000) receiving or holding sums of money, goods, effects or securities of any kind or disposing of them without holding administrative authorisation; obstructing inspections; negotiating, mediating or making commitments on behalf of the holder of an administrative authorisation without being authorised to do so (amendment to Articles 20, 21 and 22 L. 1252)

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