Parliamentary Draft Law No. 276 promoting the transfer and transparency of foreign legal entities owning property in Monaco

Parliamentary draft law No. 276, which promotes the transfer and transparency of foreign legal entities owning property in Monaco, was received by the National Council on 20 March 2026 and referred to the Committee on Finance and the National Economy (CFEN), which has completed its examination; its report is dated 24 March 2026.

Note: a bill adopted by Parliament (National Council) is forwarded to the Government, which has the option of transforming it into a bill or suspending the legislative procedure.

Purpose of Draft Law No. 276

Draft law No. 276 aims to “promote the "onshore’"development of economic activity” by entities incorporated abroad, and to “strengthen control over asset flows within Monegasque territory” (CFEN report on draft law No. 276).

SUMMARY

Drawing inspiration from “other European legislation as well as Quebec law”, the legislature intends to encourage foreign holding structures that own property in Monaco (companies, legal entities or legal arrangements such as foundations, trusts and investment funds, excluding trusts) to transfer their domicile (Explanatory Memorandum to Draft Law No. 276):

• by ensuring their continuity: the legal personality of the foreign entity would be maintained following the transfer of its
  registered office, and would therefore not result in its dissolution or even the creation of a new legal entity,
• by providing for temporary exemptions from the duties payable in respect of this transfer (for a period of three years from the entry into force of the Law),
• subject to compliance with a set of mandatory conditions, in particular regarding feasibility (application under foreign law of the principle of continuity, assimilation to one of the forms of legal entity under Monegasque law).

Draft Law No. 276 provides for a new tax incentive mechanism to promote transparency: foreign entities holding real rights over one or more properties situated in Monaco, with the exception of mortgages, would be required to disclose the identity of their beneficial owners, as defined in Article 1 of Law No. 1.381 of 29 June 2011 on registration fees payable on transfers of immovable property and rights, as amended, failing which they would be liable for a duty of 1% levied annually.

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DETAIL CONTENT OF DRAFT LAW N° 276

Preliminary Article. Definitions:

• Eligible "legal entity”: “any company, legal person or legal arrangement, such as foundations, trusts and investment funds, excluding trusts”. Law No. 214 of 27 February 1936 governs the transfer to Monaco of trusts established abroad. The Explanatory Memorandum specifies that “only so-called closed-end investment funds would be covered by the provisions and could be transferred to Monaco. Investment funds open to the public would therefore be excluded.”
• "market value" (taken from the definition in the aforementioned Law No. 1.381): "the price at which immovable property or rights in rem relating to immovable property may be sold through the interplay of supply and demand, irrespective of any liabilities or debts encumbering such property."

PART I – Transfer of domicile of foreign legal entities owning immovable property in Monaco

CHAPTER I – Continuity of the foreign legal entity transferred to Monaco

Article 1. Principle of continuity, whereby an eligible legal entity domiciled abroad may transfer its domicile to Monaco without losing its legal existence, subject to compliance with the conditions set out in Chapter I.

Article 2. Condition relating to the ownership of rights in rem over one or more properties on Monegasque territory.

Article 3. Condition relating to the law of the State in which the foreign legal entity is domiciled, which must also recognise the
principle of continuity and not provide for its termination in the event of a transfer of domicile abroad.

Article 4. Conditions relating to the absence of any legal proceedings likely to call into question the ownership of the property or properties situated in the Principality (the opening of collective insolvency proceedings or any comparable proceedings), and the absence of measures freezing funds and economic resources targeting the legal entity under Monegasque law.

Article 5. Requirement that the entity be comparable to one of the forms of legal entity recognised under Monegasque law, in particular a civil or commercial company, a foundation, a fiducie or an association.

Article 6. Obligation to comply with the Monegasque legislative provisions applicable to the legal entity governed by Monegasque law to which it is assimilated, which may, where necessary, require the amendment of the memorandum and articles of association prior to the transfer.

Article 7. Obligation to provide a certificate of compliance of the foreign legal entity with the law of the foreign State in which it is domiciled, drawn up by a qualified legal adviser confirming compliance with the conditions for the transfer of domicile under that law (ensuring the principle of continuity of the legal entity, a condition of the transfer). This provision is based on Article 2 of Law No. 214 of 27 February 1936 on trusts.

Article 8. Obligation to provide a certificate of continuity, drawn up by a notary, a solicitor, a chartered accountant or a legal adviser authorised to practise in Monaco, in order to demonstrate that the foreign legal entity is effectively
equivalent to a legal entity under Monegasque law and that it complies with all applicable Monegasque legal requirements.

Article 9. The transfer of the legal entity’s domicile to Monaco is subject to the formalities for the incorporation or recognition of the legal entity to which it is assimilated. The retention of the legal existence of the foreign-law entity does not entail the creation of a new legal entity under Monegasque law (which is deemed to have existed since its creation in the foreign state). The entity shall be deemed to be established in Monaco from the date on which the required formalities have been completed.

Article 10. Application to the foreign legal entity that has validly transferred its domicile to Monaco of the Monegasque law applicable to the Monegasque legal entity with which it has become assimilated, from the date on which the required formalities have been completed.

CHAPTER 2 – Transitional provisions relating to registration fees for transfers of foreign legal entities in Monaco

Article 11. Temporary exemption (for a period of three years from the entry into force of this Law) from the proportional duty of 7.50% applicable to deeds involving a change of nationality of foreign legal entities holding rights in rem over immovable property situated within the Monaco territory, as provided for in Article 13 bis, paragraph 12 of Law No. 580 of 29 July 1953 on the regulation of registration and mortgage duties.

Article 12. Temporary exemption (for a period of 3 years from the entry into force of the Law) from the proportional duties of 7.50% applicable to deeds of contribution of immovable property or rights in rem relating to immovable property situated within the Monaco territory, in favour of a legal entity governed by Monegasque law, as provided for in Article 13 bis, paragraph 11 of Law No. 580 of 29 July 1953 on the regulation of registration and mortgage duties, where such property or rights in rem were held by a legal entity domiciled abroad whose legislation does not recognise the principle of continuity of legal personality provided for in Article 1 of this Law.

TITLE 2 – Transparency of foreign legal entities owning immovable property in Monaco

Article 13. Introduction of an annual levy of 1% of the market value of immovable property situated in Monaco or of rights in rem relating to such property, applicable to legal entities domiciled abroad which own such property or hold rights in rem relating to such property, with the exception of mortgages (a right in rem providing security).

Article 14. Exemptions from the annual fee for:

• legal entities governed by foreign law that disclose the identity of their beneficial owners on an annual basis;
• legal entities governed by foreign law whose shares, units and other rights are traded on a regulated market;
• international organisations, sovereign states and their political and territorial subdivisions, as well as legal persons, bodies, trusts or comparable institutions in which they hold a majority interest.

Article 15. Obligation for foreign legal entities liable for the annual tax to declare to the Tax Services Directorate (DSF) the status, composition and market value of the immovable property and property rights in question, accompanied by payment of the annual tax. The filing with the DSF shall be made in accordance with the procedures laid down in Article 3 of Law No. 1.381 of 29 June 2011 on registration fees payable on transfers of immovable property and rights, as amended (filing between 1 July and 30 September, for the period from 1 July of the previous year to 30 June of the current year). The content and form of this declaration shall be specified by sovereign order.

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