Legal Certification

A legal certification is a compulsory document that must be filed with the annual accounts of all commercial companies located in the Principality of Monaco that are not subject to statutory audits. Legal certifications are governed by Standard 21 of the Professional Standards of the Order of Public Accountants (NMEP), and are among the actions taken to regulate the Monegasque market so that it can occupy a privileged position in strict compliance with the established rules. Only a member of the Monegasque Order is authorised to issue a legal certification.

A legal certification makes it possible to monitor compliance with Monegasque rules by providing assurances to the authorities that a commercial company formed in the Principality has complied with its legal and statutory provisions. After it has been drafted, legal certifications are sent to the Business Development Agency together with an attestation by the manager and the annual accounts.

Because the government is dedicated to positioning Monaco as a land of entrepreneurs, it wants to enable Small and Medium Enterprises (SMEs) to develop in the Principality. This is why the legal status of the SARL was created in 2007. It led to a very significant increase in the number of Monegasque SMEs, and therefore made a type of company available to business leaders that enabled them to limit shareholders' liability to the capital they invest, with simpler operating rules and a minimum share capital of 15,000 Euro.

The intention was that this attractiveness measure should not lead to abuse, and there was a desire that Monaco should maintain its high level of security, in particular its financial security. It was therefore very important to make the operation of these SMEs secure.

This is why legal certification is obligatory for all companies, no matter what their legal form may be – SCS, SNC or SARL. The only enterprises that can avoid certification are sole proprietorships and non-trading companies. Legal certification involves commercial companies, with the exception of Monegasque companies with limited liability (SAMs) and partnerships limited by shares (SCAs), which are subject to audit.

It differs from attestations of annual accounts in that it covers a wider range of features: an attestation only covers the accounting aspect, while Monegasque certifications go beyond accounting conformity to guarantee compliance with statutory and legal provisions by assessing compliance with the corporate purpose. When a member of the Monegasque Order takes a position on the attestation prepared by the manager, he or she is intervening at a second level of oversight by also attesting to the fact that the manager has properly complied with Monegasque rules.

This type of certification takes the form of a conclusion by which the member of the Order declares that he or she has not discovered any significant elements of a kind that would call into question the consistency and plausibility of the information provided in the attestation drafted by the manager.

However, legal certification does not provide the same level of assurance as an audit. Accordingly, the member of the Order who prepares the certification does not certify the company's accounts under any circumstances.

Only an audit can conclude with the certification of accounts. The law provides thresholds beyond which it is compulsory to appoint a Monegasque auditor for companies.

The importance of having a knowledge of Monegasque laws goes beyond a simple control of accounts. Over and above the accounting aspect, Monegasque enterprises must comply with the form of Monaco's financial statements and the social and fiscal rules and regulation of economic activities that are specific to the Principality. It is not simply a matter of arithmetical consistency, but  rather of  checking  compliance with  Monegasque rules in the broad sense,  which is  why the  government has expressly appointed members of the Monaco Order of Public Accountants to perform this task, which can be classified as being in the general interest. Only a member of the Monegasque Order can issue this certification. If you have not chosen your Monegasque accounting firm, consult the list of members of the Order of Public Accountants now