Company Registration in Andorra - Business Starting & Setup

Want to set up a firm in Andorra? We can assist you in starting a business or in buying a shelf company in Andorra with a full package of necessary documents, legal advice and follow-up support. Incorporation of a firm in Andorra includes provision of a registered office (for at least 1 year in any of our service plans), an apostilled set of constitutional documents, secretarial services and assistance with compliance fee and pre-approval for opening an account in banks of Andorra. The total price of company formation in Andorra includes all necessary fees and charges for the first year of operation, as well as full one-year nominee service (package Optimum).

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Service packages Legislation Tax System Audit Services
Service packages
Express
Standard
Optimum
Company registration
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Legal address per year
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Secretarial services for the first year
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Fees and duties for the first year
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Apostilled bound set of incorporation documents
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Compliance fee
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Nominee service per year
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Bank Account Pre-approval
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Price
13 850 USD

13 850 USD

14 460 USD

Your Consultant
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General Corporate Information

Law System

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.

Types of Business Entities in Andorra

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 3000. 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.

Procedure of a Company Incorporation in Andorra

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).

Limitation of Activity and Bank account

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.

Registered Office

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.

Seal

No special requirements.

Prolongation

The service is supplied by local agent.

Redomiciliation

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

Company Structure

Directors

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.

Secretary

Company secretary is not required.

Shareholders

Minimum number of shareholders in Andorran company is two. Restrictions concerning obligatory participation of Andorra resident in Andorra’s company were removed, since new foreign investing act had been adopted in July of 2012.

Beneficiary

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.

State Capital and Shares

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.

Frequently Asked Questions about Company Registration in Andorra

How long does it take to set up a company in Andorra?
The process of setting up a new company in Andorra, from applying for registration to receiving a set of documents, is 5 weeks.
How much does it cost to register a company in Andorra?
The cost of opening a company in Andorra depends on the type of company to be registered and the type of activity you will be engaged in. The minimum package of services costs USD 13850 and includes: registration of the company on a turnkey basis, lease of the registered office for a year and secretarial services, payment of all necessary duties and fees, as well as apostilled translation of the constituent documents.
Can foreigners start a business in Andorra?
Yes, foreigners can start a business in Andorra. Andorra is known for its favorable tax regime, which has made it a popular destination for foreign investors and entrepreneurs. There are no restrictions on foreign ownership of companies in Andorra, and foreign investors are free to start and run a business in the country just like any local entrepreneur. However, you may need to obtain relevant licenses or permits for your specific type of business, and comply with Andorran tax, labor, and environmental laws. Additionally, you may need to obtain a visa or work permit if you plan to live and work in Andorra.
Is Andorra an offshore?
No, Andorra is not considered an offshore financial center. While Andorra does have a favorable tax regime, it is not considered an offshore jurisdiction in the traditional sense. Andorra is a tax haven, which means that it has a low tax rate and offers certain tax advantages to residents and businesses operating in the country. However, Andorra is not a unregulated financial center, and it is subject to international transparency and anti-money laundering standards. Additionally, the country has signed various tax information exchange agreements with other countries, and it cooperates with international tax authorities in accordance with the OECD's Common Reporting Standard (CRS).

Core Services and fees for the formation of a company in Andorra

— Incorporation

Price11 500 EUR

including incorporation tax, state registry fee, including Compliance fee

— Annual government fees

Priceincluding

Stamp Duty and Companies Register incorporation fee

— Corporate legal services

Price6 550 EUR

including registered address and registered agent, NOT including Compliance fee

—Delivery of documents by courier mail

Price125 EUR

DHL or TNT, at cost of a Courier Service

Basic set of documents for setup of a company in Andorra

Name Reservation Certificate / Certificat de reserva de denominacions socials

Certificate of Registration in Register of Trade and Industry / Certificat de Inscripcio Registre de Comerç i Indústria

Certificate of Registration in Commercial Register / Certificat de Inscripcio Registres de Societats Mercantilis

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    Nominee Director

    Paid-up “nominee director” set includes the following documents

    Nominee Shareholder

    Paid-up “nominee shareholder” set includes the following documents

    Compliance fee in Andorra

    Compliance fee is payable in the cases of: 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 / BO (except the change to a nominee director / shareholder)

    Basic

    Price250 EUR

    simple company structure with only 1 physical person

    For legal entity in structure under GSL administration

    Price50 EUR

    additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

    For legal entity in structure not under GSL administration

    Price100 EUR

    additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

    For client with high risk Status

    Price350 EUR

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