Registration of Andorra company

The specificity of the legislation in the state of Andorra is such that it is not possible to buy a turnkey offshore company. It is not profitable and almost impossible. According to the laws of Andorra, the charter of a company must be extremely specific and describe the planned activity in the smallest detail.

All future operations are accurately spelled out and submitted to the authorities.

This fact significantly distinguishes the country from other jurisdictions. It is impossible here to start selling cars, and then hold a board of directors and switch to producing computers under the same name. However, this country is great for registering your company.

Despite strict money laundering legislation, Andorra provides a good business climate. Low taxes are also beneficial for the development of the company. It is also important that taxes in Andorra are fixed, easily calculated and predicted. This greatly facilitates work and financial reporting.

The registration procedure is transparent, but requires knowledge of the procedure. In addition, Andorran laws impose a number of minor requirements on the company. The requirements are simple, but require some effort to fulfill.

Therefore, the best option to open a company in Andorra is to turn to specialists who will do all the rough work and make the registration procedure as simple as possible for the owner.

What you need to know about the incorporation of companies in Andorra

Registration of a new company goes through the Ministry of Commerce. The policy of the state of Andorra is such that it does not want to encourage the formation of cheap offshore companies on its territory.

The government does not intend to compete with the Seychelles or Belize in this controversial area from the point of view of international law. The company that you register with Eternity Law International will be one hundred percent onshore, but subject to very loyal taxes.

The Statute of the company can, of course, be changed or expanded, depending on the challenges that will be encountered on the way of your business. You can always add a new type of trading activity to your firm’s list. But if a new company has a large number of activities in the charter, then the procedure for its approval can be noticeably delayed.

Therefore, it is worth trying to find a middle ground. It is recommended to make the charter as broad as possible without increasing the risk of delaying the approval procedure. A good option would be to buy an existing company with local registration.

Eternity Law International has a list of options available to purchase. The companies’ prices are quite loyal and acceptable. 

Shareholders are non-residents. Registration nuances

According to Andorran law, a foreigner can fully own a trading company or a non-trading holding. But the Ministry of Commerce gives permission if a foreigner owns a share even before the notary has completed the registration of the company in Andorra.

By and large, this is a formal procedure. However, it is very likely that the status of all prospective shareholders is verified.

Denominations

Denominations are permitted by Andorran law. However, a scrupulous check is carried out on who is the real ultimate owner of the shares. This is due to the fact that Andorra is engaged in a targeted fight against money laundering.

Legislation changes frequently and additional mechanisms to combat shadow schemes are introduced. Therefore, you should often contact the Eternity Law International specialists, who monitor all changes in laws.

Bearer shares

Bearer shares are prohibited by Andorran law. This is not to say that the country stands out in this matter. Today, the only place where this type of share issue is practiced is Panama.

Features and formats of the company types 

According to the legislative base of Andorra, two types of limited liability companies are possible in the country.

  • SocietatLimitada (S.L.) is a format for small companies. Best for companies with a limited number of shareholders. For example, in a family business. The minimum capital requirement in this format is only € 6,000.
  • SocietatAnònima (S.A.) is a format for large enterprises and a large number of shareholders. Minimum capital from 60 thousand euros.

There is no PLC (Public Company Limited) concept in Andorra. There is a high probability that in the near future the legislation will provide an opportunity to conduct business in this format. The peculiarity of Andorra is that there is no stock exchange in the country.

Therefore, all buying and selling operations are carried out in the mode of private agreements. The concept of business registration agents has also recently emerged in the country.

A company registered in Andorra has the right to conduct business all over the world. The firm will receive resident status in the country.

Company in Andorra. Statutory documents

  • Minutes of the first meeting of founders.
  • The text of the company’s Statute.
  • Certificate that the company is registered with the tax office.
  • Additional papers are provided upon client’s request.

Requirements for company name

  • Uniqueness.
  • It is necessary to come up with the name of the company based on the Catalan language.
  • The full name of the company must contain the name with the addition of the abbreviation SL (Societat de Limitada).
  • In no case should there be words such as bank or insurance in the title.

Director. Duties and rights

  • If desired, the director receives a residence permit, Eternity Law International will help arrange all the paperwork necessary for this.
  • The number of directors is not limited, at least one is required.
  • The director can be a citizen of any state, regardless of where he lives; it is not necessary to live in Andorra.
  • All data about the director is freely available.

You can get a nominee director with the help of Eternity Law International.

Shareholders and registered capital. Features of legislation in Andorra

  • There must be at least 2 shareholders and one of them must have Andorran citizenship.
  • The share of a resident of Andorra is not less than 67% of the shares.
  • The share of a foreigner is maximum 33%.

Eternity Law International can provide nominees for the shareholder position with citizenship if required.

  • A shareholder can be an individual or a legal entity.
  • Shareholder information is publicly available only upon initial registration, and all further changes will remain closed to the register.
  • The authorized capital is paid at the time of registration of the company.
  • The founders pay the amount of the authorized capital to the account of the notary in charge of registration, after which the bank issues a special certificate confirming the fact of payment.

Taxation in Andorra

  • Each company is required to obtain a unique tax number.
  • There are no classical taxes, such as income tax, sales tax, income tax, etc., in Andorra.
  • Legal entities are charged a fixed duty and license fee every year.
  • Property tax is set by the relevant authorities, but cannot exceed 2 percent.
  • The company is obliged to keep accounting papers in the office at the legal address. By law, a company in Andorra is not required to undergo an audit every year and submit annual reports to the tax authorities.
  • To avoid double taxation, Andorra has agreements with a number of countries around the world. They are Austria, Argentina, Belgium, Greenland, Denmark, Spain, Liechtenstein, Monaco, the Netherlands, Norway, Portugal, Sweden, San Marino, France, the Faroe Islands. There is no foreign exchange control in Andorra.

The company must have a bank account in Andorra or Spain. Eternity Law International will help you to open an account.

Required documents for company registration

  • Company name and activities.
  • Details of the director and founders.
  • For individuals, these are passport data and documents confirming the place of residence. Legal entities need to provide constituent documents with translation into Spanish. The documents must be apostilled and certified by a notary.

Eternity Law International will make all the procedures for registering a company in Andorra as easy as possible. Lawyers accompany the case at all stages. We will help with finding an office, arranging a bank account, finding a co-founder from among Andorran citizens and all other procedures. Get an advice.

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