Key Takeaways
- Under Llei 20/2007, all commercial entities must be registered with the Registre de Societats, operating under the Ministry of Finance, before they can legally operate in the Principality.
- A physical registered office located within Andorra is a mandatory formation requirement, not an optional administrative arrangement.
- Beneficial ownership information must be disclosed to the AFA as part of the KYC process, and this obligation must be satisfied before registration proceeds.
- Foreign investors are subject to additional regulatory scrutiny tied to ownership restrictions that governed external capital participation prior to 2012, which continue to shape how foreign-owned entities are structured today.
Andorra's company formation framework is governed primarily by the Llei 20/2007, which establishes the legal structure for commercial entities registered in the Principality. The Registre de Societats, operating under the Ministry of Finance, is the competent authority responsible for overseeing entity registration and maintaining corporate records.
This article covers the principal categories of formation requirements that apply to entities established under Andorran commercial law. Failure to satisfy these requirements results in rejection of the registration application or, where non-compliance is identified post-incorporation, potential legal sanctions and the inability to operate as a legally recognized entity.
Specific requirements vary depending on the corporate structure chosen, the nature of the business activity, and whether foreign capital is involved. Regulations governing foreign investment in Andorra introduce additional considerations that do not apply uniformly to all applicants.
Foreign entrepreneurs and non-resident investors looking to establish a presence in the Principality will find this article most relevant to their initial planning process.
Minimum Share Capital Requirements in Andorra
Andorra minimum share capital requirements differ by legal entity type and are governed under the Llei 20/2007, de 18 d'octubre, de la societat limitada, and related corporate legislation. Two principal structures carry distinct capital obligations: the Societat Limitada (SL) and the Societat Anònima (SA).
Capital must be deposited into a bank account held with an Andorran financial institution before the public deed of incorporation is executed before a notary. The Registre de Societats, operating under the Andorran government, verifies documentary evidence of this deposit during the registration process.
| Parameter | Detail |
|---|---|
| Minimum Authorized Share Capital | EUR 3,000 for SL; EUR 60,000 for SA |
| Maximum Authorized Share Capital | No statutory maximum |
| Minimum Paid-Up Capital | EUR 3,000 for SL; EUR 60,000 for SA |
| Paid-Up Requirement at Incorporation | 100% must be paid up prior to incorporation |
| Accepted Currency | Euro (EUR) |
| Accepted Forms of Contribution | Cash contributions; in-kind contributions subject to valuation |
| Timeframe to Deposit Capital | Prior to execution of the public deed of incorporation |
Full capital must be deposited before the notarial deed is signed — it is not sufficient to commit funds post-incorporation. The bank certificate evidencing the deposit is a required document at the time of deed execution.
Company Secretary Requirements in Andorra
Andorra company secretary requirements differ from those in many European jurisdictions. There is no statutory obligation under Andorran corporate law to appoint a dedicated company secretary as a distinct corporate officer.
Certain administrative and compliance functions that a secretary would typically handle are instead assigned to the directors or delegated internally. Your business must still ensure these obligations are met, including maintaining corporate records, filing annual accounts with the Registre de Societats, and keeping the entity in good standing with the Autoritat Financera Andorrana where applicable.
Qualification criteria for who may fulfil a secretarial or equivalent administrative role include:
- No mandatory professional licence is required to act in an administrative capacity for the entity.
- The role may be filled by a director, a resident individual, or a corporate services provider authorised to operate in the jurisdiction.
- Foreign nationals may serve in this capacity without a residency requirement specific to the secretarial function.
- The person or entity must have legal capacity to act on behalf of the company under Andorran civil law.
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Registered Office Requirements in Andorra
Every company formed under Andorran law must satisfy the domicili social Andorra requirements by maintaining a permanent, physical address located within the Principality's territory, as mandated under the Llei 20/2007 de societats anònimes and related corporate legislation. Failure to maintain a compliant registered address can result in the Registre de Societats rejecting filings, suspending the entity's registered status, or initiating administrative proceedings against the firm.
- A physical address within Andorra's territory is required; a P.O. box does not satisfy this obligation.
- Virtual office arrangements are generally not accepted as a qualifying registered address under Andorran corporate law.
- The address must be situated within one of the seven parishes of the Principality; foreign addresses are not permitted.
- A valid title to the premises, either through ownership or a lease agreement, is expected to substantiate the address.
- The registered address is publicly listed in the Registre de Societats and is accessible to third parties.
- Any change to the domicili social must be formally notified to the Registre de Societats through an official amendment filing to remain valid.
Director Requirements in Andorra
Andorra director requirements are governed primarily by the Llei 20/2007 de societats anònimes and the Llei 2/2007 de societats de responsabilitat limitada, with oversight exercised by the Registre de Societats Mercantils. Upon appointment, directors assume fiduciary duties toward the company and its shareholders, including the duty of loyalty and the duty of diligent management, and may be held personally liable for acts that cause harm to the entity or third parties through negligence or breach of those obligations.
| Parameter | Detail |
|---|---|
| Minimum Number of Directors | One director is required for an SL; an SA may be managed by a board of at least three members or a sole administrator. |
| Maximum Number of Directors | No statutory maximum is prescribed under Andorran company law. |
| Local/Resident Director Required | No residency requirement exists; non-resident directors are permitted. |
| Nationality Restrictions | No nationality restrictions apply to the appointment of directors. |
| Minimum Age Requirement | Directors must be at least 18 years of age. |
| Corporate Directors Permitted | Legal entities may serve as directors, provided a natural person is designated as permanent representative. |
| Director Must Be a Shareholder | No statutory requirement obliges a director to hold shares in the company. |
| Publicly Listed on Registry | Directors are recorded in the Registre de Societats Mercantils and the information is accessible to the public. |
| Disqualification Conditions | Individuals subject to a judicial prohibition, declared bankrupt, or convicted of certain financial offences may be disqualified from serving. |
Despite Andorra's small size and traditionally closed economy, there is no requirement for even one director to be an Andorran resident or national, making full foreign directorship entirely permissible under statute.
Shareholder Requirements in Andorra
Andorra shareholder requirements permit a minimum of one shareholder for both the Societat de Responsabilitat Limitada (SRL) and the Societat Anònima (SA), making single-member structures permissible. The SA has no prescribed maximum number of shareholders, while the SRL is generally suited to more closely held structures.
Nationality and Residency Restrictions
Under Andorran company ownership regulations, foreign nationals may hold up to 100% of shares following the liberalisation introduced by the Foreign Investment Law. No residency requirement applies to shareholders.
Corporate Shareholders
Corporate entities are permitted to act as shareholders in both the SRL and SA. The corporate shareholder must provide valid proof of legal existence and relevant authorisation documentation during incorporation.
Shareholder Liability
Liability is limited to each shareholder's capital contribution. No general circumstances under Andorran law extend personal liability beyond the subscribed amount, absent fraud or abuse of the corporate form.
Register of Shareholders
Each company must maintain an internal register of shareholders. This register is not publicly accessible, though relevant ownership data is disclosed to the Registre de Societats and competent authorities upon request.
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UBO / Beneficial Ownership Disclosure Requirements in Andorra
Andorra beneficial ownership requirements are governed primarily by the Law 14/2017 on the Prevention and Fight against Money Laundering and Terrorist Financing, which defines a beneficial owner as any natural person who ultimately owns or controls more than 25% of the shares or voting rights in a legal entity.
- Identify all natural persons holding, directly or indirectly, more than 25% of the capital or voting rights in the entity.
- Compile supporting documentation establishing the ownership chain for each identified beneficial owner.
- Submit beneficial ownership information to the Unitat d'Intel·ligència Financera d'Andorra (UIFAND), the competent supervisory authority.
- Notify UIFAND of any changes to beneficial ownership within a reasonable period following the change.
| Parameter | Detail |
|---|---|
| Ownership Threshold for UBO Status | More than 25% of shares or voting rights |
| Filing Authority | UIFAND (Unitat d'Intel·ligència Financera d'Andorra) |
| Disclosure Deadline at Incorporation | No statutory deadline publicly specified; disclosure required upon incorporation |
| Publicly Accessible Register | No public register; information held by UIFAND |
| Penalties for Non-Disclosure | Administrative sanctions under Law 14/2017; specific penalty amounts not publicly codified |
| Ongoing Update Obligation | Yes; changes must be reported to UIFAND |
KYC / Document Requirements in Andorra
Andorra KYC document requirements are governed by the Llei 14/2017, del 22 de juny, de prevenció i lluita contra el blanqueig de diners i el finançament del terrorisme, administered by the UIFAND. All parties with a qualifying role in the company, whether individuals or corporate entities, must satisfy due diligence checks before the Arxiu del Registre de Societats Mercantils i Associacions will process an incorporation filing.
Individual / Personal Documents
- Valid government-issued passport or national identity document for each individual director, shareholder, or beneficial owner
- Proof of residential address dated within three months, such as a utility bill or official bank statement
- Completed and signed KYC declaration form as required by the incorporating agent or notary
- Recent passport-sized photograph may be required depending on the notary's internal procedures
Corporate Documents
- Certified copy of the corporate shareholder's or director's certificate of incorporation
- Apostilled or legalised constitutional documents, including articles of association or equivalent
- Current register of directors issued by the relevant home jurisdiction authority
- Official proof of the corporate entity's registered address
Source of Funds Documentation
- Bank statements covering a minimum of three to six months prior to incorporation
- Audited financial accounts where the subscribing entity has an established operating history
- Written explanation of the origin of capital if funds derive from a business sale or inheritance
Notarisation and Apostille Requirements
- Foreign public documents must bear an Apostille under the 1961 Hague Convention if issued in a signatory state
- Documents issued in non-signatory countries require legalisation through the relevant Andorran consular channel
- All documents not in Catalan, Spanish, or French must be accompanied by a sworn translation
Incomplete or improperly apostilled corporate shareholder documents are the most frequent cause of registration delays at the Registre de Societats Mercantils.
Company Name Requirements in Andorra
Proposed company names in Andorra are assessed by the relevant commercial registry authority before incorporation can proceed. Each name submitted undergoes a uniqueness check against existing registered entities, and names deemed identical or deceptively similar to existing firms will be rejected.
All business names must include a legal suffix that reflects the chosen corporate structure, such as "S.L." for a Societat Limitada or "S.A." for a Societat Anònima. Names must be written using the Latin alphabet; Catalan is the official language, though names in other languages are generally accepted provided they meet registry standards.
Certain words are subject to restriction. Terms implying governmental affiliation, financial regulation, or professional licensing — such as "bank," "insurance," or "government" — require prior authorization from the relevant supervisory body before the name can be registered.
Name reservation is available through the registry prior to formal incorporation. Reservations are typically granted for a limited period, during which the name is held exclusively for the applicant while the incorporation process is completed.
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Conclusion
Andorra company incorporation requirements span several regulated areas, from minimum share capital thresholds to UBO disclosure obligations under the country's AML framework. Among the more structurally significant requirements, the mandatory local registered office and the restrictions on foreign ownership prior to 2012 reflect how the jurisdiction has historically controlled external investment. KYC obligations administered through the AFA add another layer of due diligence that must be satisfied before registration proceeds. Once these requirements are understood, the practical work of assembling documentation, appointing officers, and submitting filings to the Registre de Societats begins.
Expanship's Corporate Formation Services in Andorra
Andorra's incorporation framework involves specific capital requirements, government approval through the Ministeri d'Economia, and ongoing compliance obligations that require careful coordination with local authorities. Expanship's Andorra corporate formation services are structured around these requirements, helping your business manage the administrative steps accurately without taking on unnecessary delays. Our role is to reduce the operational burden of coordinating across agencies, not to replace the due diligence the process demands.
Beyond initial registration, our support covers the full incorporation cycle and beyond:
- We prepare and file all company registration documents with the relevant Andorran authorities on your behalf.
- Registered agent and office address provision is available to satisfy Andorra's local presence requirements.
- We liaise directly with government bodies, including regulatory and fiscal authorities, to manage filing requirements.
- Post-incorporation compliance management keeps your entity in good standing under Andorran law.
- Banking introduction assistance connects your firm with local financial institutions familiar with the jurisdiction.
- Tax registration and liaison with local authorities is handled as part of our incorporation support.
To discuss your specific requirements, contact Expanship Andorra.
Frequently Asked Questions (FAQ)
The two structures carry distinct minimums. A Societat Limitada requires a minimum paid-up share capital of €3,000, while a Societat Anònima requires €60,000, with at least 25% paid up at the time of incorporation. Your choice of entity type will therefore have a direct bearing on the initial capital you need to commit.
Your company must maintain a continuously valid registered office address in Andorra; if that address lapses, the entity falls out of good standing with the Registre de Societats. You are required to notify the registry of any address change and update the public record accordingly. Failure to maintain a valid address can affect the company's legal standing and its ability to conduct official correspondence with Andorran authorities.
Andorra's beneficial ownership framework follows FATF recommendations, requiring disclosure of any individual who directly or indirectly holds or controls 25% or more of the company. This information is reported to the relevant Andorran financial intelligence and regulatory authorities. Non-compliance with these obligations carries regulatory consequences under Andorra's anti-money laundering legislation.
An Andorran Societat Limitada can be managed by a single director, so there is no requirement to appoint a board if you prefer a simpler governance structure. A Societat Anònima, by contrast, requires a board of at least three members unless the entity opts for a sole administrator structure under specific conditions. The chosen management model must be reflected in the company's articles of association filed with the Registre de Societats.
Foreign shareholders are required to submit certified copies of a valid passport, proof of residential address, and documentation establishing the source of funds. The Andorran authorities apply these requirements as part of the country's AML compliance obligations, and all documents in a foreign language must generally be accompanied by an apostille and a Catalan or Spanish translation. The exact scope of documentation may expand depending on the shareholder's country of residence or the nature of the business activity.
Your chosen name must be unique and must not duplicate or closely resemble an existing registered entity in Andorra's company registry. Names implying a government connection, using protected terms such as "bank" or "insurance" without the appropriate license, or those considered contrary to public order are also prohibited. A prior name availability check with the Registre de Societats is a standard step before submitting incorporation documents.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
