Limited Companies S.L.
Societat de Responsabilitat Limitada (SL): a limited liability company, commonly used for local trading.
An SL requires a minimum paid up share capital of € 3,000 and can be incorporated by one or more partners.
This is the most common company form in Andorra.
The capital in an SL is divided in participations (in SA it is in shares).
Shareholders are liable for company debts only up to the limit of their paid in share capital.
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 “Apostille of The Hague convention“. 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 authorization for foreign investment. The request 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.
The company is entered in the Company Register and the Register of Commerce.
Any active Andorran company must have registered office within Andorra.
When the company has been registered, it has to apply for authorization of its activities in the commune where the registered office is located.
The whole registration process typically takes approx. 3 months to complete.
If the founder of the Andorran company is a foreign company, then one has to present some additional documentation.
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