Company Registration in Andorra - Business Starting & Setup

Mixed legal system of civil (Roman) and customary law. Civil code is based on the French and Spanish civil codes.

Treaties and international agreements prevail over domestic legislation and come into force after publishing in the Official Gazette.

According to the provisions of The Companies Act (2007) in Andorra there are:

• public limited company, cat. Societat anonima – SA. The capital is divided into shares, minimum capital is EUR 60 000;
• private limited company, cat. Societat de responsabilitat limitada – SL. The capital is divided into participations, minimum capital is EUR 3 000. At least two shareholders are required for SL.

There are new definitions:

• international operating company of intangible assets
• company with participation in international trade
• management and financial investment company
• holding

There are different tax privileges for different types of companies; annual fee also depends on the type of the company.

The application for permission to incorporate the company in Andorra has to include:

• the Memorandum of Association (notarized)
• proposed articles of association
• the list of founding members
• the identity of all the company officers

After receiving government permission to incorporate the company, the company may be registered with the Companies Register. The name of the company will have local protection.

For to be registered the whole public deed has to be adduced, as well as information about the number and value of shares or participations of each member, company’s officers (directors).

After being registered, the company:

• has to obtain NRT (Tax Registration Number)
• has to apply to the Register of Commerce in the appropriate commune for a trading license or special permission for actual trading or other tangible activity
• has to get an approval from government (ones more..) concerning opening the business.

It’s important to mention, that change of ownership in the company and any change to the officers of the company has to be authorized by an Andorran notary and then registered with the Companies Register.

Andorra registrates foreign investment in The Foreign Investment Register (so application for approval of foreign investment should be made in the very beginning of the registration process).

Till recently, Andorran company couldn’t have been incorporated in interests of foreign person only: shareholder (participant) who is Andorran citizen was required. Now (since 2012) it is possible for foreigners to hold 100% of a company in more than 200 economic sectors.

Investors, bоth individuals and companies, must open an Andorran bank account. So Andorran banks will examine documents concerning the investment and the company.

It is obligatory to have the office of the company in Andorra, so the register also has to be kept within Andorra.

The service is provided by local agents.

No special requirements.

The service is supplied by local agent.

Andorra is ready to accept companies from other jurisdictions; redomiciliation out of Andorra is prohibited.

Minimum number is 1 person (both natural and legal person are permitted).

It is recommended for fiscal reasons that the director of Andorran company should be the resident of Andorra.

Company secretary is not required.

Minimum number of shareholders in Andorran company is two.

Nominee ownership does not exist. The fine is up to EUR 600, and can be doubled if the infraction is repeated.

Register of the company, held in office in Andorra, has to contain the identity and the address of each member, property rights and charges related to.

The change of ownership and officers of the company has to be registered in Company Register.

However, Andorran law does not provide any sanctions for breaking the rules concerning maintenance of ownership information. Moreover no competent authority can access ownership information which is held by the entities, except ownership information held by financial institutions.

The minimum amount of share capital for a limited company in Andorra is EUR 3 000. The share capital must be fully paid up in advance of incorporation. This amount must be deposited with an Andorran bank in a designated company incorporation type account. The bank must then release a special certificate, addressed to the designated notary, responsible for concluding incorporation formalities.

Bearer shares are not allowed. Andorran legislation requires that all shares must be nominal shares. But still (as bearer shares were allowed before 1983) there are some companies in Andorra, shares of which have not been transferred.