English translation

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Conducting Economic and Legal Activities in Monaco
Monégasque Law 1.144 of July 26, 1991
Applicable to Economic and Legal Activities

Section I - Conducting small-scale,
commercial, industrial, and professional activities

Article 1

Small-scale, commercial, industrial and professional activities may be conducted, individually, under the conditions set by the present law except for those activities or professions for which is already required an authorization.

Section II - Declaration to Practice

Article 2

Subject to the provisions of Article 8, Monégasque nationals may conduct the activities mentioned in Article 1 after having submitted a declaration to the Commercial Section of the Ministry of State; the latter will deliver a receipt.

The declaration must state the activities contemplated, the date at which they are to start and the premises where they will be conducted.

Those activities violating any laws or regulation, interfering with any monopoly of the Principality or with its concessions are prohibited.

Any changes in the activities so carried or any changes in the premises require a new declaration to the Ministry of State.

Article 3

Any Monégasque national or any lease-manager of a business, is bound by the provisions of the above Article in addition to those set by the Management Agreement Law.

The effects of the declaration made by the lessor or those of the authorization he holds as a foreign national are suspended during the lease-management contract.

Article 4

Monégasque nationals must make the declaration mentioned in Article 2 if they are:

1 - Partners of a civil partnership whose purpose is to conduct professional activities;

2 - Partners of a partnership or limited partnership aiming to conduct commercial, industrial or professional activities.

Section 3 - The Administrative Authorization

Article 5

Foreign nationals must obtain an administrative authorization to exercise any of the activities mentioned in Article 1.

A Firm or a Company whose head office is abroad must also obtain an administrative authorization before it opens and begins to operate an agency, a branch or an administrative office.

The authorization delivered by the Ministry of State, shall fix a term, the activities contemplated, the premises in which they will be conducted and the conditions, if any, of their exercise.

The authorization is personal and nonassignable.

A new authorization is required if there are any modifications of the authorized activities, any changes of the persons holding the authorization, or of the premises in which the activities are conducted.

Article 6

A foreign lease-manager of a business must comply with the provisions of Article 5 in addition to the provisions of the Management Agreement Law.

The effects of the declaration made by the Monégasque lessor or of the authorization held by a foreign lessor are suspended during the lease-management contract.

Article 7

Foreign nationals partners of a partnership mentioned in Article 4-1, and 4-2 must also obtain the administrative authorization from the Ministry of State.

Article 8

The provisions of the present section also apply to Monégasque nationals who intend to carry on, for profit, any banking, credit, counsel or assistance activities in legal, tax, financial or stock market matters as well as in brokerage or portfolio management. They also apply to individuals partners in one of the partnerships listed in Article 4 seeking to carry on the same activities.

The administrative decision is motivated by reference to the proficiency as well as to the financial and moral guarantees submitted.

Section IV - Administrative sanctions

Article 9

The Ministry of State may nullify or suspend, the declaration mentioned in Articles 2, 3, and 4 and the authorization mentioned in Articles 5, 6, 7, and 8 if the activities conducted:

1 - Do not, in fact, conform to the terms of the declaration,
- Exceed the limits set by the authorization,
- Violate any conditions mentioned in the declaration or authorization,
- Violate the charter of one of the partnerships mentioned in Article 4;

2 - If the author of the declaration, the holder of the authorization or the company does not have the appropriate premises to exercise his or its activities;

3- If there has been no activity for a period of six months or more without valid reason;

4 - If, except in case of lease-management, he has given to other individuals or companies the conduct of his activities;

5 - If he fails to maintain all the moral guarantees required;

6 - If, in any way or form, he has tolerated or consciously lets unauthorized or undeclared companies or activities be domiciled or active in his premises;

Article 10

When Article 9 is to be applied, the author of the declaration or the holder of the authorization shall, prior to any decision, be heard or may be duly asked to give explanations.

The decision nullifying or suspending a declaration can't be taken without advice from a Commission whose composition and function will be set by a sovereign ruling. Any decision under this article may provide that the author of the declaration for the period specified is not allowed to make another declaration for similar activities.

Article 11

Where there is a failure to abide by the obligations specified in Sections 2 and 3, and independently of any suspension or revocation measures, the closing of the establishment and seizure of documents or of exploiting material can be prescribed, provisionally, by a reasoned decision of the Minister of State.

The President of the Court of First Instance, in a summary proceeding, can order the lifting of the provisional measures above mentioned.

Section 5 - Penal Sanctions

Article 12

Whoever carries on or tries to carry on any activities mentioned in Article 1 without having made a declaration in compliance with Articles 2, 3, or 4 or without being holder of the required authorization under Articles 5, 6, 7, and 8 is subject to the fine in Article 26-4 of the Monégasque Penal Code; the maximum of this penalty can be raised up to the amount of potential profit.

The Court may, in addition, order the closing of the establishment, order the confiscation of all the documents and material seized, and, if necessary, order the confiscation of the premises.

Article 13

The persons specified below are subject to the fine mentioned in the above article and to its complementary penalties:

1 - Anyone who carries on or tries to carry on, the activities mentioned in Article 1 after the declaration made in compliance with Articles 2, 3, and 4 has been suspended or nullified, or if the authorization they held by way of Articles 5, 6, 7, and 8 has been suspended or revoked;

2 - Anyone who carries or tries to carry on, other activities than those declared or authorized , activities exceeding the limits set by the authorization, or activities that are not in compliance with the conditions set by the authorization;

3 - The directors or managers, even if only de facto, of a partnership mentioned in Article 4 and whose activities have not been conducted within its statutes or have exceeded the limits set by its authorization; the company is obliged, jointly with its managers or directors, to pay the fines ordered against them. The Court can also order the winding-up of the company.

Article 14

Anyone who, in whatever ways or form, permits, or tolerates the exercise or domiciliation in his premises of unauthorized and undeclared activities mentioned in Article 1 is subject to the fine and penalties mentioned in Article 12.

Article 15

Without prejudice to the application of the provisions of Article 9, anyone who has lent his name in order to make the declaration mentioned in Articles 2 and 3 or to obtain the authorization of Articles 5 to 8, as well as those who profit by the operation, is subject to the fine and penalties of Article 12.

Article 16

The partners of a non-public, mixed liability or joint partnership that has infringed the obligations listed at Articles 4 or 7 is subject to the same fine and penalties as above mentioned.

Article 17

If there is a repetition of an offence listed in Articles 12 to 16 within five years following the first offence, the fine will be doubled.

Article 12-2 applies in this case.

Section VI - Miscellaneous Provisions

Article 18

The personnel of the Economy and Finance Inquiry Service appointed and sworn for that purpose shall administer and carry out the present law . They are bound by the confidence provisions of Article 308 of the Monégasque Penal Code.

Such personnel, who are duly authorized, may, under the conditions set by the next Article, enter any business property or transportation facilities and, then and there, conduct any verification they find useful of any supporting document. They may, for this purpose, require the delivery of any book, invoice or other business document; make any copy necessary and ask, on the spot or by convocation, all information from anyone.

No original document can be taken away without a seizure decision as described in Article 11.

Article 19

Except for flagrant offences, the visits described above must be made between 6:00 a.m. and 9:00 p.m. in the presence of the occupant, the owner, the transport user, their representative or, in default, of a police officer requested by the agents.

The occupant, the owner, the user or their representatives can be assisted by counsel of their choosing. The verification mentioned in the above paragraph can't exceed three months.

At the end of the visit and verifications above mentioned, a report is issued and signed by the agents. A copy is given to the occupant, owner, user or representative.

Article 20

If they find any fact likely to lead to a penal action, the agents shall issue a report and send it to the Minister of State.

Article 21

Whoever impedes or tries to impede any control operations mentioned in Articles 18 to 20 is subject to a 1 to 6 months prison sentence and/or to the fine of Article 26-2 of the Monégasque Penal.

Nota:
Articles 22 to 24 relate to modifications in Law 767 relative to the withdrawal of authorizations to create partnerships and corporations.

Article 25 abrogates Article 11 of the Ordinance on General Police of June 6, 1967 as well as the Article 11 of Law 546 of June 26, 1951 in the first paragraph as well as any and all provisions contrary to the present law.