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Business Issues

Andorra - Business Issues

There are basically two types of Andorran companies:

1) Societat Anonima (S.A.) - Companies with a minimum capital of EUR30,000 and 3 shareholders. Shares are registered in the actas (minutes book) of the company.

2) Societat Limitada (S.L.) - Companies with no fixed minimum capital but normally a minimum capital of EUR3,600 and 2 shareholders. Shares are registered in the actas of the company.

To form a company the first step is to find a pret nom (president) for the company. The president must be an Andorran or a privileged resident of more than 20 years standing. This person nominally owns two thirds of the equity of the company but normally transfers the rights to these shares under a fiduciary document signed in front of the Notary Public.

The next step is to find an Andorran lawyer to draw up the company statutes (articles of association). The statutes include a clause defining the object of the company. This is short and concise. Present day companies do not permit a wide scope of activities.

The company statutes must be approved by the Andorran Govern and are then Notarised along with the official Libro de Actas (Minutes Book). The statutes not only state the object of the company's operations but also list the original shareholders, who are usually the Gerents (Executive Directors) of the company.

When notarising the statutes it is normal to get the pret nom to sign a Fiduciary Document and a Power of Attorney giving freedom to operate the company and to transfer the ownership of the shares at a later date.

To get the Certificate of Registration from the Government it is necessary to produce a Certificate from an Andorran bank stating that a sum of money has been paid into the (provisional) account of the company to the amount of the paid up capital of the company. The account is provisional in that the bank will require sight of the Certificate of Registration before confirming the establishment of the account.

Being an officer of an Andorran company does not automatically give a person the right to work in Andorra, for this a Permis de Treball (Work Permit) is required. People in possession of, or applying for a Residencia, are advised that if they seek employment they may be required to give up their Residencia in exchange for a Permis de Treball, which gives the right of abode in Andorra during the period of the Permis, normally six months. After working in Andorra for 18 months it is possible to apply for a Permis de Residencia i Treball, a combined Residence and Work Permit.

The approximate costs involved in company registration are as follows: to the Govern d'Andorra for a Suplica (application form) for an S.A. 1277 Euros; for an S.L. 842 Euros. Thereafter an annual tax is charged by the Govern d'Andorra of 700 Euros for an S.A. company and the same amount for an S.L. This amount is reduced by 50% once the Obertura de Comerc has been applied for. The cost of applying is 120 Euros. If the company is actively trading from an Andorran office, the local Comú where the business is based then applies its local annual tax - e.g. La Massana 810 Euros, for a registered 'administration of assets and real estate company'. If the company is a 'letterbox' company then it does not have to be registered with the Comú.

The notary's fees for the constitution of the company vary as to the type - an S.A. is 600 Euros and an S.L. 473 Euros.

You will need a good lawyer to draw up the Statutes of the company and co-ordinate the documentation process with the Govern and the Notaria. The legal fees will vary but will be approximately 1500 Euros for an S.L. and 1700 Euros for an S.A.

Example of Costs - Formation of Andorran "S.L." company.

Initial Annual
Govern 800 700
Notary 500
Lawyer 1500
Andorra Partner 1500 1500


If the company is trading in the Comù of La Massana, for example, a fee of 850 Euros per annum would be payable. But this is not necessary if, for example, the company is utilized solely as a holding company.

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