Limited Companies S.A.
Societat Anonima (SA), a joint stock company with limited liability. Minimum paid up share capital is € 60,000.
This structure is normally used for companies with multiple shareholders.
Shareholders are liable for company debts only up to the limit of their contributions or holdings in the company. Their personal assets are not liable on the condition that the company is entered in the Company Register, something which is usually always done as part of the incorporation process.
When registering a new company in Andorra, the authorities require the following documents from each foreign shareholder that holds more than 10% of the company:
1. Copy of passport
2. Certificate of Good Behavior of the country of residence
Both documents must be notarized and certified with an international stamp (“The Hague Apostille”). The Certificate of Good Behavior must be presented in Catalan, French or Spanish language.
Foreign nationals and companies can open companies in Andorra with 100% foreign ownership in any business sector. Also foreign investments into real estate connected to business activities are permitted.
Any new business or investment must be approved by the Ministry responsible for foreign investments, but in principle the permission should always be granted as long as the activity will not endanger the country’s sovereignty or national security, public order and economy, or environment and public health.
The process of incorporation is as follows:
1. Application for company name
2. Application for foreign investment authorization. The application for opening a company must include following descriptions:
a. Nature of the activities
b. Market orientation
c. Value of the planned investment
d. Growth strategy
e. Economic linkage and strategic partners
f. Planning of resources, public and private and their financing
3. When permission is given to incorporate the company, a Public Deed is made by an Andorran notary.
4. The company is entered in the Company Register and the Register of Commerce.
Any Andorran company must have a registered office within Andorra. When the company has been registered, it has to apply for authorization of its activities in the municipality where the registered office is located.
The whole registration process takes normally approx. 3 months to complete.
If the founder of the Andorran company is a foreign company, one has to present some additional documentation.