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).
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:
There are new definitions:
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 has to include:
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:
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. 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.
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.
Price11 500 EUR
including incorporation tax, state registry fee, including Compliance fee
Stamp Duty and Companies Register incorporation fee
Price6 550 EUR
including registered address and registered agent, NOT including Compliance fee
DHL or TNT, at cost of a Courier Service
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Paid-up “nominee director” set includes the following documents
Paid-up “nominee shareholder” set includes the following documents
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)
simple company structure with only 1 physical person
additional compliance fee for legal entity in structure under GSL administration (per 1 entity)
additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)