Company Registration in Andorra - Business Starting & Setup

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Service packages Legislation Tax System
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

14 350 USD

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Core Services

— 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

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

    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

    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

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

    <list>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.</list>

    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.

    Incorporation Procedure

    The application for permission to incorporate the company 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.

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