Commercial law

Commercial law governs the legal transactions carried out by businesses ("commerçants") with each other (B2B) or with their customers (B2C).

The Commercial Code of 5 November 1867 is mainly inspired by French law with some important differences, especially with regard to legal liquidation, commercial pledge, pledge of money and pledge securities.

Some disciplines, interrelated with commercial law that arose in European countries pursuant to the Community law did not develop in Monaco since Community law does not apply.

However, this statement must be tempered since, by means of treaties entered by Monaco, Community law may be de facto applicable in the Principality.

Therefore, caution is required when drafting a contract.

The apprehension of electronic commerce by Monegasque law is relatively recent. The Law No. 1.383 of 1 August 2011 has reinforced the growth of the digital economy sector in the Principality. Title II of Law no. 1.383 of 2 August 2011 for a Digital Principality, as amended by Law no. 1.482 of 17 December 2019, provides specific guarantees in the context of e-commerce for distance contracts.

Consumer contracts are also covered by Law no. 1.448 of 28 June 2017 on Private International Law, which protects the consumer against the application of a law that would be less protective than that of her/his State of residence.

Among the specificities of Monaco, it may be noted that the general rules of the Civil Code apply to relations between professionals and consumers in the absence of the Monegasque Consumer Code.

More over, there are no specific competition law regulations in the Principality. For example, there are no provisions equivalent to those in the French Commercial Code prohibiting anti-competitive agreements between companies. It should also be noted that acts of unfair competition are punishable in Monaco on the basis of the provisions of the Civil Code relating to tortious liability.

(Except for persons of Monegasque nationality) The exercise of any commercial activity in the Principality of Monaco is subject to the prior authorisation of H.E. the Minister of State, whether the activity is exercised in private name or in partnership. No economic activity may be carried out in the Principality without prior authorisation.

• Law No. 1.482 of 17 December 2019 reformed Law No. 1.383 for a Digital Principality, with in particular new provisions applicable to online service platforms (search engines, price comparators, marketplaces, classified ad sites, social networks…). It has also transposed the “paper” contractual formalities into the Civil Code to the electronic context (provision of contractual stipulations or information on goods or services, transmission of information requested for the conclusion of the contract or addressed during its execution, delivery of an electronic writing).
• The Law No. 1.426 of 4 July 2016 specifically governs the electronic commerce of medicines.
• The Law No. 1.448 of 28 June 2017 on Private International Law governs jurisdiction, the recognition and enforcement of decisions in commercial matters, and the law applicable to contractual obligations. The solutions are based, in part, on the European regulations Brussels I and Rome I, as well as proposals from the European Group of Private International Law (EGPIL).
• The right to a bank account was introduced by Law No. 1.492 of 8 July 2020, which also provides for the obligation to open an account in a credit institution in Monaco for any natural person exercising a commercial activity (for the exercise of his professional activity), as well as for any limited company, general partnership, limited partnership with shares or limited liability company (exclusively intended for the exercise of a professional activity).
• Law no. 1.578 of 1 July 2025 amended various digital provisions relating to trust services, electronic contracts and transactions, online technical service providers, the preparation and storage in electronic form of all private deeds relating to personal or real, civil or commercial securities.
• Law no. 1.573 of 8 April 2025 on the modernisation of company law created the single-member limited liability company ("société unipersonnelle à responsabilité limitée" SURL), overhauled the regime for Monegasque public limited companies and limited partnerships with shares, and created a conciliation procedure designed to avoid the cessation of payments and the opening of collective proceedings through an amicable settlement mechanism, inspired by French law.