There are two types of business that can be usually opened in Andorra:
Societat de Responsabilitat Limitada (SL): This legal entity is the most common form of business, it may be created by one or multiple partners and the minimum share capital is 3,000 euro.
Societat Anonima (SA ): It is a company with limited liability, composed of multiple shareholders that must deposit a minimum share capital of 60,000 euro.
Shareholders can be responsible for the company's debts only until the limit of their contributions or shares in the business. Their personal property is not affected by the company’s activity, on the condition that the company is registered with the Company Register.
When the company is also formed of foreign investors who own more than 10% of the company’s shares, the Andorran authorities will require from the foreign shareholder the following documents: copy of passport and Certificate of Good Behavior issued in the country of origin. The documents must be notarized and certified with an international apostle ( Apostille de la Haye ) and the Certificate of Good Behavior must be translated and presented in Catalan , French or Spanish, including the apostle issued by the Notary Public.
Since 2012 foreign investors may participate on the business market in Andorra as shareholders in a company, with the right of 100% shares in the company, including investments in real estate property related to the business activity they launch in this country.
Anyhow, a new business or investment in Andorra must be approved by the Ministry of Foreign Investments, approval easy to achieve as long as the company’s activity will not threaten of affect the Andorra’s economy, environment, sovereignty and national security, public order and public health.
There are four main steps in establishing a new company in Andorra:
- First you must apply for authorization of the company name and for the company’s purpose. You must be aware that the company’s name must be in Catalan.
- You must submit a request for approval of foreign investment. The competent authority will offer you a standard form in which you have to fill information about the type of activity, the market orientation, the investment’s value, the expansion plans, the economic relations and strategic partners, resources , public and private , and their funding, CSR form.
- When the permit to incorporate the company and to bring the foreign capital is given, you have to go to a Notary Public for the issuance of a Public Deed.
- The company must then be registered with the Company Registry and the Register of Commerce.
It is important to know that each Andorran company will have its registered office in Andorra. Once the company is registered, you must apply for approval of trading activities in the municipality in which the registered office is located.
The entire registration process usually takes about two or three months to complete.
Another form of legal entity in Andorra is the Foundation, for which it is applied a separate legislative system. This entity is characterized by no taxation. However, the administrator must annually present the financial statements and a report of the activities before The Andorran Government.
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