Company Formation in Andorra

The laws below are read from the consolidated texts on the Portal Jurídic d'Andorra, which are marked "Text refós sense caràcter oficial". The BOPA text governs. This skill covers forming and keeping an Andorran company. The tax computations are in the domain skills it links to.

Entity types, capital and incorporation

• Andorran corporate forms overview. Llei 20/2007 sets one regime for both main company forms: the Societat Anònima (SA) and the Societat de Responsabilitat Limitada (SL) (Llei 20/2007, preamble: "una disciplina única per a la societat anònima i per a la societat de responsabilitat limitada"). The company name must carry "SA" or "SL" (art 2(1)).
• Societat Limitada (SL/SLU). Limited-liability company with its capital divided into participacions (art 15(1)). A company with a single member is a "societat unipersonal" and adds "unipersonal", or a "U" at the end of the abbreviation (SLU) (art 2(2)). If a company becomes single-member later, the sole member has one month to apply to register that fact. If it is not registered in time, the sole member becomes personally, jointly and without limit liable with the company for the company's debts incurred while it was single-member; debts after registration do not attach to the member (art 2(2)).
• Societat Anònima (SA). Company with its capital divided into accions (art 15(1)).
• Minimum share capital, SL/SLU. EUR 3,000 (art 14(1)). A notary may not authorise a deed of incorporation below the minimum (art 14(2)).
• Minimum share capital, SA. EUR 60,000 (art 14(1)).
• Paid in full. Every share and participation must be subscribed at least at nominal value, and the nominal value must be paid in full by an actual contribution to the company (art 15(2)). Contributions may be in cash or in kind; work and services cannot be contributed (art 17).
• Foreign ownership. Llei 10/2012 liberalised foreign investment in full, with prior authorisation kept for certain cases (Llei 10/2012, preamble: "es preveu una liberalització total de cadascuna"). A foreign investor may hold 100% of an Andorran company once authorised.
• Who is a foreign investor. Among others: individuals not resident in Andorra; foreign legal persons; and Andorran companies in which foreign holders own 50% or more of the capital or voting rights. For these purposes a holding is foreign if its holder is not resident, or has fewer than three years of uninterrupted residence since the immigration permit (Llei 10/2012, art 1(1) and (2)).
• Foreign-investment authorisation. Prior authorisation from the ministry is needed for a direct investment that leaves the investor holding more than 10% of the capital or voting rights of an Andorran company. A holding of 10% or less needs no prior authorisation but must be declared afterwards to the Registre d'Inversions Estrangeres (Llei 10/2012, art 10(1)). Setting up or enlarging a branch or other permanent establishment also needs prior authorisation (art 10(2)).
• Company-name reservation. The Registre de Societats Mercantils approves the name and the business activities that will form the company's object, and issues the name-reservation certificate (Llei 20/2007, art 2(3)). The certificate binds all later registry steps until the company is registered (art 2(5)). A name identical to an existing one cannot be used (art 2(4)).
• Incorporation steps. (1) Name reservation and approval of the activities. (2) Foreign-investment authorisation where needed. (3) Payment of the capital in full. (4) Deed of incorporation signed before an Andorran notary, who must check the legal requirements and attach the name certificate (art 7(1)-(2)). (5) The notary sends a copy of the deed to the Registre de Societats within 15 days of signing (art 7(2)). (6) Registration: the company gets legal personality on registration (art 7(3)). (7) Tax registration (see below) and CASS registration before hiring.
• Statutory time limits. The ministry must decide a foreign-investment application within two months; it may extend that once, by no more than half the original period. No decision by the end of the period, including any extension, means the authorisation is refused (Llei 10/2012, art 18(3)). The Registre de Societats must register or refuse within 15 days of filing; no decision in time counts as a tacit refusal for appeal purposes (Llei 20/2007, art 6 bis(1)-(2)). These periods are counted in calendar days (art 6 bis(5)).
• Acts before registration. Members and directors are jointly and without limit liable for acts done in the company's name before registration, unless the company takes them over once registered (Llei 20/2007, art 12).
• Tax registration (NRT). A company subject to company tax must enrol in the Registre d'Empresaris i Professionals del Cens d'Obligats Tributaris (Llei 95/2010 IS, art 47). The tax register number (número de registre tributari, NRT) can be revoked on provisional deregistration (IS arts 48, 52).
• Accounting basis. Company tax starts from the accounting result under Llei 30/2007 de la comptabilitat dels empresaris and the Pla general de comptabilitat (IS art 9(3)).

Core annual compliance

• Annual accounts. The board must prepare and sign the annual accounts (balance sheet, profit and loss, statement of changes in equity, cash-flow statement and notes) and the proposal for the result within six months of the year end (Llei 20/2007, art 71(1)-(2)).
• Annual general meeting. One ordinary general meeting a year, within the period set by the statutes, which may not exceed six months from the start of the new financial year (art 30(1)-(2)).
• Audit. Required where, for two consecutive years, at least two of these apply: total assets over EUR 3,600,000; annual turnover over EUR 6,000,000; more than 50 employees. Also required where turnover exceeds EUR 10,000,000 for two consecutive years (art 72(1)).
• Deposit of accounts. The approved accounts, the resolution on the result and any audit report are filed with the registry as set by regulation (art 74(1)). Late deposit: EUR 500 fine up to three months late, EUR 1,000 over three months, EUR 2,000 over twelve months (art 106(2.2)).
• Beneficial owners. The company keeps a register of its beneficial owners and provides it to the Registre de Societats as regulation sets out, so the registry always holds current information (Llei 20/2007, art 21 bis(1), (3)). Fines: EUR 2,500 for not filing the beneficial-owner declaration in time or not updating it after a change; EUR 5,000 for incomplete or plainly incorrect information; EUR 15,000 for false information or hiding the beneficial owner (art 106(2.1)).
• Company tax (IS). 10% general rate (IS art 41(1)). Payment on account in the ninth month of the tax period, 50% of the previous year's liquidation tax (IS art 45). Return in the month after the six months that follow the year end: July for a 31 December year end (IS Regulation 2023, art 45(1)). Detail: ad-corporate-income-tax.
• IGI returns. Frequency by the previous year's net turnover: below EUR 250,000 in July and January; below EUR 3,600,000 in April, July, October and January; EUR 3,600,000 or more monthly. A business in its first year files in April, July, October and January (Llei 11/2012 IGI, art 78). Detail: andorra-igi.
• CASS. Contributions are settled by calendar month and paid within 15 calendar days after the month ends (Llei 17/2008, art 96(1)-(2)). Employer 15.5% and employee 6.5% (arts 100, 103). A director who contributes as self-employed and took no pay for the role, or had net income under EUR 6,000 the year before, uses the 25% base, the lowest in the scale (art 101(2)(a)). Whether a director counts as employed or self-employed for CASS is in ad-payroll-social.

Sources

Source	URL	Read on
Llei 20/2007 de societats anònimes i de responsabilitat limitada, consolidated text, preamble and arts 2, 6 bis, 7, 12, 14, 15, 17, 21 bis, 30, 71, 72, 74, 106	https://www.portaljuridicandorra.ad/L2007020	2026-10-30
Llei 10/2012 d'inversió estrangera al Principat d'Andorra, consolidated text, preamble and arts 1, 10, 18	https://www.portaljuridicandorra.ad/L2012010	2026-10-30
Llei 95/2010 de l'impost sobre societats, consolidated text, arts 9, 41, 45, 47, 48, 52	https://www.portaljuridicandorra.ad/L2010095	2026-10-30
Reglament de l'impost sobre societats, 29 December 2023, art 45	https://www.portaljuridicandorra.ad/R20231229C	2026-10-30
Llei 11/2012 de l'impost general indirecte, consolidated text, art 78	https://www.portaljuridicandorra.ad/L2012011	2026-10-30
Llei 17/2008 de la seguretat social, consolidated text, arts 96, 100, 101, 103	https://www.portaljuridicandorra.ad/L2008017	2026-10-30

Not yet confirmed: (1) the old file's typical times (name approval in 1 to 2 business days; incorporation in 8 to 14 weeks) have no official source; only the statutory limits above are given. (2) The old file said directors need not be resident; Llei 20/2007 sets no residence condition that was found, but no sentence says so in terms, and a director who works in Andorra needs the right immigration permit. (3) Which form is most used in practice (the old file said SL for SMEs, SA for larger ventures) is not from an official source. (4) The regulation that sets the place and deadline for depositing accounts (art 74) was not read. (5) Notary and registry fees were not read. (6) The old file's bank certificate for the capital deposit is not in Llei 20/2007 as read; the deed records the contributions (art 18) and the notary checks the legal requirements (art 7(2)). (7) Consolidated texts have no official status; the BOPA text governs.