As company incorporation agents our experience and relationship with the Andorra Mercantile Registry means, we can conduct Andorra company searches.
Certain documents are available from the Mercantile Registry (Registre de Societats Mercantils), only if there is a legitimate need to have them by:
The sort of connection you need with a company, whose information is needed is, for example: a shareholder, a director, a person with a power of attorney to represent the company, a profesional practice that acts for the company.
Typically, the application is made in person by a representative or a professional in Andorra. The form asks what information is asked for, and a person can apply to know the following:
We contact the Registry and obtain the latest information on the target company which will show the companies current status.
A company only needs at one director ant they are classed as:
Following the publication of the 2013 Company Law (Llei de societats (Llei 28/2013)), non-residents can be sole directors.
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)
Andorran companies have to produce accounts. These have to be approved by the Board, and have to be lodged with the Company Register (Registre de Societats), within one month of approval.
The accounts are confidential, and can be published by the company, but are not accessible by the public.
The legislation stating what is needed to be stated in the accounts is currently stated in the Legislative Decree of 26th February 2014, from Article 70 onwards.
Larger companies are required to have an audit, and these are defined in the same legislation.
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.
In the Principality of Andorra there are two types of company, Sociedad Anonima (SA) or Sociedad Limitada (Srl) which are similar to British private limited companies (Ltd) - therefore, SL companies are a more common form of incorporation in Andorra.
Registers containing the directors' details must be produced and kept at the companies registered office. The Andorran authorities does not maintain a shareholder register in official records, therefore the company's beneficial owners are not disclosed.
Annual returns are not required to be submitted to the Andorran authorities.
The Llei d’Inversió Estrangera - Law of Foreign Investment now allows foreigners to incorporate, own and run an Andorran registered company without the obligation of having an Andorran partner once authorised by the Oficina de Marques del Principat d'Andorra.
The Andorra Certificate of Incorporation is issued by the Andorra companies registry and we can provide a registry copy of the company incorporation certificate which includes the company name, company number, date of incorporation and states that a company is incorporated under the relevant companies acts.
A company's deed of incorporation (or statutes) must be specific regarding the company's trading activities and a company in Andorra cannot change its business activities.
An Andorra companies Memorandum of Association includes, the company name, registered office, registered agent, business activities, share capital the company is authorised to issue, objects and powers of the Andorra company.
The company Articles of Association are a statutory company document which form the company's constitution and internal rules under which the Andorra company will be run.
Please complete our enquiry form so we can assist with your company documents requirements.