Modernisation of company law: Sovereign Order No. 11.486 of 18 September 2025 implementing Law No. 1.573 of 8 April 2025

Sovereign Order No. 11.486 of 18 September 2025 (JDM No. 8766 of 26 September 2025) implements Law No. 1.573 of 8 April 2025 on the modernisation of company law.

The regulatory and legislative provisions of Article 1672-5 of the Civil Code, Title III - Joint stock companies and Title V - Provisions establishing a conciliation procedure of Law No. 1.573 shall enter into force on 30 September 2025.

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SUMMARY OF CONTENT (regulatory provisions)

Sovereign Order No. 11.486 stipulates:

• Company agreement: conditions for the takeover of acts performed on behalf of the company in the process of being formed (application of the last paragraph of Article 1672-5 of the Civil Code resulting from Article 5 of Law No. 1.573).

• Monegasque public limited company (SAM) Publicity: information contained in the extract from the articles of association (application of paragraph 2) of Article 20 of Law No. 1.573).

• SAM Management and administration:
  • the conditions for informing shareholders and third parties of the choice of management structure for the SAM (CEO or Managing Director) chosen by the Board of Directors (application of the third paragraph of Article 23 of Law No. 1.573);
  • the procedures for holding board meetings by videoconference or teleconference to ensure the identification and effective participation of directors (application of the last paragraph of Article 24 of Law No. 1.573).
• SAM Shareholders' Meetings (AG):
  • the information contained in the notice convening the AG (general meeting), the information and signature (which may be electronic) on the minutes of the deliberations and the attendance sheet appended to the minutes, and the conditions under which they may be communicated to any applicant (application of the fourth paragraph of Article 28 of Law No. 1.573).
  • (in the absence of specific provisions in the articles of association) the deadline for submitting requests to the company for the inclusion of items or draft resolutions on the agenda is no later than 25 days before the date of the AG (application of the second paragraph of Article 30 of Law No. 1.573).
  • the terms and conditions of the proxy granted by a shareholder to be represented at the AG by any natural or legal person of their choice who exercises all or part of their rights on their behalf (application of the first paragraph of Article 31 of Law No. 1.573).
  • the procedures for holding AG by videoconference or teleconference to ensure the identification and effective participation of shareholders (application of the last paragraph of Article 32 of Law No. 1.573).
  • the nature of the documents that the board of directors (BoD, conseil d'administration) must send or make available to shareholders at least 15 days before the AG to enable them to make an informed decision and judgement on the management and conduct of the company's business, as well as the conditions for making them available or communicating them; (in the absence of specific provisions in the articles of association) from the date of such communication, the period during which any shareholder may submit written questions to the chairman of the BoD, which the BoD is required to answer during the AGM, no later than the fourth working day preceding the date of the AGM (application of the second and third paragraphs of Article 33 of Law No. 1.573).
  • (in the absence of specific provisions in the articles of association) the one-month period within which the chair of the BoD must respond to written questions on any matter that could compromise the continuity of operations from shareholders holding at least 10% of the share capital (unless the articles of association provide for a lower threshold) and send a copy to the statutory auditor (commissaire aux comptes) (application of the second paragraph of Article 34 of Law No. 1.573).
  • the conditions under which the declaration to the Minister of State and the formalities for publication in the Journal de Monaco of the amendment(s) made to the articles of association are carried out (application of the third paragraph of Article 42 of Law No. 1.573).
  • when the amendments to the articles of association have been recorded by notarial deed, the minutes of the general meeting must be filed with the notary who holds the articles of association by the legal representative of the SAM, with acknowledgement of the writing and signatures (application of Articles 41 and 42 of Law No. 1.573).

• Actions - Public offering of financial securities or admission of financial securities to trading on a foreign regulated market: the list of information to be disclosed and documents to be attached to the application for prior authorisation from the Minister of State, identical to those that the SA discloses to the stock market authorities of the market concerned (application of the third paragraph of Article 64 of Law No. 1.573).

• Conciliation procedure: the list of documents that must accompany the application for the opening of conciliation proceedings; where applicable, details of the identity and address of the conciliator proposed for appointment by the President of the Court (application of the fourth paragraph of Article 407-2 of the Commercial Code resulting from Article 79 of Law No. 1.573).

• Commercial companies other than joint stock companies:
  • (in the absence of specific provisions in the articles of association) the one-month period within which the manager must respond to written questions on any matter that could compromise the continuity of the business of non-managing partners (associés non gérant) holding at least 10% of the share capital (unless a lower threshold is specified in the articles of association) and send a copy to the statutory auditor, if any (application of the second paragraph of Article 51-5-2 of the Commercial Code resulting from Article 84 of Law No. 1.573).
  • (in the absence of specific provisions in the articles of association) the period during which any partner may submit questions in writing to the manager, who is required to respond to them during the general meeting, no later than the fourth working day preceding the date of the general meeting (application of the fourth paragraph of Article 51-6 of the Commercial Code).

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