The “Llei d’Inversió Estrangera” The Law of Foreign Investment came into effect in Andorra in 2012 - this now allows foreigners to incorporate, own and run an Andorran registered company without the obligation of having an Andorran partner.
The Andorran Government is actively encouraging new business and there is no longer any restriction on the business sector for the foreign investor in Andorra.
When incorporating your company a request must first be sent for foreign investment authorisation and must also be authorised by the Oficina de Marques del Principat d'Andorra.
Off the shelf companies do not exist in Andorra, since a company's deed of incorporation (or statutes) must be specific regarding the company's trading activities.
Furthermore, unlike other jurisdictions, a company in Andorra cannot change its business activities. This makes it impossible to form a company suitable for purchase that will match your requirements.
The incorporation of a new Andorran company must first be approved by the Ministry of Commerce and they have no desire to encourage the formation of cheap offshore entities.
To incorporate a Andorra company the following is required to complete the process:
The company name must be in Catalan we check that your Andorrian company name is acceptable and is not already incorporated with the Andorran Ministry of Commerce.
In the Principality of Andorra there are two types of company, Sociedad Anonima (SA) or Sociedad de Responsabilidad Limitada (SL) which are similar to British private limited companies (Ltd) - therefore, SL companies are a more common form of incorporation in Andorra.
The minimum share capital for an Sociedad de Responsabilidad Limitada (SL) is €3,000 - All the shares have to be subscribed for an amount at least equal to their nominal value, and this has to be paid up in full.
During the company registration process a bank account may be opened using the company name with "en constitucio" after the name.
Once authorisation from the authorities is gained a public deed of incorporation is granted after producing a bank certificate showing the deposit of the share capital. Once fully incorporated "en constitucio" is removed from the account name.
Andorran companies must have their registered office in the territory of the Principality of Andorra.
A company needs at least one director.
Directors are classed as:
Following the publication of the 2013 Company Law (Llei de societats (Llei 28/2013)), non-residents can be sole directors or be on the board of most companies in Andorra.
A company can have a single shareholder, or various. If there is a single shareholder, the company is designated a "sole shareholder" company- S.L.U., and must state this on all correspondence.
In most cases, non-residents can be sole owners of Andorran companies, following the publication of the Law of 2012 on foreign investment. (Llei 10/2012 d'Inversió Estrangera)
On registration of the company the authorities require a copy of the shareholders passport and a certificate showing that the investor has no criminal record in their country of residence.
We can incorporate your Andorra company, according to your specifications, please complete our enquiry form below: