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Services
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Fees (EUR)
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Total cost of incorporation (including obtaining of permission to set up a company with foreign participation, notary’s fees, preparation and provision of the company’s original constitutive documents, documents issuing shares and a company seal)
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11 500
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Assistance with bank account opening in Andorra
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3 030
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Office rent in Andorra for 1 year
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see below for details
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Total:
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from 14 530
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The most common form of companies incorporated in Andorra is the Limited Liability Company (SL).
Step-by-step description of the company incorporation procedure:
For each company, a contract for administration and provision of audit services is signed with the beneficial owner, as well as a client information form is filled in.
(Andorran non-residents) requires obtaining of an authorization to attract foreign investment to the company. The process takes up to 3-4 weeks.
It is necessary to indicate where the funds will come from (company, bank); give full information about the origin of funds, including: statements of account for the last couple of years; company’s financial statements if the funds will be transferred by a legal entity; main contracts explaining the nature of incoming funds.
Bank account opening is carried out in parallel with Step 4.
which must contain:
For registration in the register, it is necessary to provide a full set of constitutive documents, including the size and par value of shares (participation interests) and their distribution among the shareholders (members) of the new company, and details of the directors of the company.
After incorporation, there are also a number of necessary procedures:
The overall time to register a company is 5 weeks, on average
Only an individual can act as director, the minimum number of directors is 1. The director of the company should preferably be a resident of Andorra.
The company must have at least two shareholders (members), the requirement for Andorran companies to necessarily have a citizen of that country as shareholder was removed by the adoption of a new law on foreign investment in July 2012. The shareholder cannot be an offshore company (registration will be rejected).
Nominee ownership is expressly prohibited by law. The fine can be up to EUR 600 and be doubled in the event of a second offence.
The company’s register is kept at the registered office in Andorra and must contain the address of each shareholder (member) and the scope of their rights and obligations in relation to the company. A change of the company’s shareholders (members) and directors must be filed with the Companies Registry.
The minimum share capital of an Andorran company is EUR 3 000. The share capital must be fully paid up prior to incorporation.
The capital is deposited into a special corporate account at an Andorran bank, and the bank issues a special certificate addressed to the notary who handles the incorporation.
Bearer shares are not permitted. All shares in an Andorran company must be registered shares.
It is necessary to have a physical office in Andorra: residential or non-residential premises, rented or owned by one of the company’s shareholders.
Companies registered in Andorra are required every year to submit to the Companies Registry an Annual Return – an annual report containing annual financial statements.
The financial statements include:
The financial statements must be kept in the company’s office in Andorra.
An audit is optional. Involvement of an independent auditor is mandatory in the following cases:
VAT returns are submitted every quarter.
To prepare financial statements, it is necessary to provide supporting documentation, invoices issued and paid by the company, contracts, and statements of account.
Corporate income tax was introduced in 2013, the rate is 10%.
Income tax for non-residents
The general rate for individuals and legal entities is 10% (for services rendered to an Andorran legal entity or individual). For handling the payment of this tax, an official representative must be appointed.
It is important to remember that Andorra does not have double tax treaties (so there is a risk of double taxation in the non-resident’s country of domicile).
The VAT rates are as follows (VAT is not always levied):
There is no withholding tax. However, there are special rules regarding taxation of savings of EU residents. The tax rate is 35% (arises from the relevant international treaty), and 75% of the tax amount is due to the country where the owner of the savings is resident.
The payroll tax rate (in the case of payment of salary) is 4.5% for the employee and 14.5% for the employer.
To assess the company’s tax burden, we recommend seeking tax advice (which can be arranged upon request).
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Services
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Fees (EUR)
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Total cost of incorporation (including obtaining of permission to set up a company with foreign participation, notary’s fees, preparation and provision of the company’s original constitutive documents, documents issuing shares, and a company seal)
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11 500
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Share capital
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3 000
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Local bank account opening
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3 030
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Annual maintenance (starting from the second year), not including preparation of financial statements
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6 550
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Office rent (up to 20 m2)
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from 300 / month
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Preparing and filing financial statements
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100 – 400 / hour (depending on time spent)
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Compliance fee.
Payable in the cases of: - incorporation of a company, - renewal of a company, - liquidation of a company, - transfer out of a company, - issue of a power of attorney to a new attorney, - change of director / shareholder / beneficial owner, except the change to a nominee director / shareholder), - signing of documents |
350 (standard rate – includes the check of 1 individual)
+ 150 for each additional individual (director, shareholder, or beneficial owner) or legal entity (director or shareholder) if such legal entity is administered by GSL + 200 for each additional legal entity (director or shareholder) if such legal entity is not administered by GSL 450 (rate for high-risk companies, including the check of 1 individual) 100 (signing of documents) |
[1] The fees are valid as of March 2023