Starting a Business or Incorporating a Company in Andorra: Legal Structure and Procedures

You have decided to create your company or corporation in Andorra. It is true that the Principality offers privileged conditions to entrepreneurs, particularly in terms of taxation and labor costs. In order to facilitate your establishment in the country, it is necessary to know the types of structures listed on the territory as well as the steps to be taken with the authorities in order to install your activity in due form.

Choose the status of your organization in the Principality: the different possibilities

Since 2012, the Andorran authorities have adopted several measures to facilitate the installation of local and foreign entrepreneurs in the Principality. The conditions are very flexible for people wishing to run their business from abroad or having decided to reside in the country.
There are different social forms of organizational structures allowed by Andorran legislation. Here are the different choices available to entrepreneurs of companies and corporations in Andorra.

The different types of structures are possible when opening a company or corporation in Andorra

From the legal point of view, three main types of structures of companies predominate in Andorra.

Limited Company (SL)

To be compared to the French limited company, the Limited Company represents a status of enterprise most often used by small organizations operating most often in the fields of trade and services. It can be managed by a single person, we speak then of SLU (Limited Unipersonal Company).

To proceed with the creation of this type of company and corporation in Andorra, the law mentions the need to have a statutory capital of € 3,000, at least.

The installation costs to be provided are as follows:

• flat-rate tax of about € 5,000 to € 6,000, of which € 1,000 is collected by the government, the rest of the sum is being intended to cover legal fees, notarial deeds and various other taxes when setting up the preliminary documentation of the creation of the company in Andorra;
• annual state fees, the total amount is about € 850.

Public Limited Company (SA)

This type of structure is generally adopted by large companies. The capital of the SA is shared by a greater or lesser number of shareholders.

The capital required for the creation of this type of company in Andorra is at least € 60,000. The registration and license fee is 850 €. The installation costs are similar to those of the SL.

Note that a single person may carry out the adoption of this status for his company. This is known as SAU (Société Anonyme Unipersonnelle), Public Limited Single-Member Company.

Company and corporation creation in Andorra: the case of the Socially Owned Enterprises

The capital of this Andorran society structure with unlimited liability is shared between the partners. The conditions of creation of the Collective Society are borrowed from those of SL and SA. Do not hesitate to contact Set Up, an expert in the creation of companies and corporations in Andorra, to obtain more information about the subject.

Active tax resident status

Creating a company or business in Andorra entitles you to apply for active resident status in the Principality, once registration in the commercial register is effective.
The obtaining of the status of active resident comes after a fortnight days, after the validation of a medical examination carried out to the immigration service.

Business and society creation in Andorra: conditions and procedure to follow

For several years now, the Andorran government has been pursuing a special policy aimed at encouraging international investment.

The steps for the creation of a company or a corporation in Andorra are actually facilitated. The procedures are often very simple to follow, although it is highly recommended to ask for information or to be accompanied by a jurist or lawyer, the documents being written in Catalan, the official language in Andorra. Set Up puts at your disposal its network of professionals experienced in this type of operation. Do not hesitate to contact us!

A three-step approach

The average time to start a company or business in Andorra is 60 days. The following steps should be followed, which will allow the authorities of the Principality to evaluate the interest of the project and the motivation of the investor to settle in the country.

The application for an investment authorization

An application for a foreign investment authorization must be made in the Government when a company is created in Andorra, the capital of which is more than 10% owned by a person not resident in the Principality. The answer comes in about 1 month or 1 month and a half.

The name of the company

A request for a name reserve must then be filed. The name of the company must be established in the Catalan language, not be too generic and clearly define its activity.

The application for incorporation of the company

This last administrative formality consists of:

• define the social purpose of society,
• mention the address of its head office,
• establish and present the board of directors of the company.

The necessary documents

When setting up a business or a company in Andorra, the following documents must be provided before the registration procedure:

• a criminal record of the country of origin of the leader and his associates;
• the passport (valid) of the current country of residence of the leader and his associates;
• a written document detailing the business plan of the company as well as the investment strategy (estimated budget, expected financial results, etc.);
• the draft statutes of the company;
• the decision taken as to his name;
• the certification of an opening of a bank account, in the name of the company, carried out in an Andorran bank (with deposit of the share capital).

At the end of the course of the creation of your company or company in Andorra, a notarial act validates these steps and registers the company in the trade register of the Government of Andorra. The company then has a legal personality.

Please note: some of the requested documents must bear the Hague Apostille (valid for 3 months). Do not hesitate to contact an Andorran lawyer to obtain further information on the subject and have your documentation validated by the regulatory bodies. Set Up helps you in your steps and in making contact with the people competent in the matter.