ANDORRA Law and Practice Contributed by: Oriol Giró, Laia Bertran, Yaumara Toledo and José Luis Andrés, Emindset Law Firm
3.4 Management Structures Andorran companies may be managed by a sole director, two or more joint directors, two or more sev - eral directors, or a board of directors. A sole director exercises the management and representation pow - ers individually. Joint directors must act together in accordance with the articles, while several directors may generally bind the company independently. A board of directors is a collegiate body that adopts decisions collectively, subject to quorum and major - ity requirements, and may delegate specific powers where legally permitted. Andorran law therefore fol - lows a flexible one-tier model rather than a mandatory two-tier structure. 3.5 Directors’, Officers’ and Shareholders’ Liability Directors may incur civil, administrative and, where their conduct constitutes an offence, criminal liabil - ity. They must act in the company’s interests with the diligence of an orderly businessperson and the loyalty of a faithful representative, remain properly informed, participate actively in management and investigate irregularities. Directors are liable for damage caused by acts or omissions contrary to law, the articles or their statu - tory duties, and liability may extend jointly to all par - ticipating directors, including de facto directors. Andorran courts also recognise an exceptional doc - trine comparable to “piercing the corporate veil”, allowing the company’s separate legal personality to be disregarded where it is used fraudulently, abu - sively or to evade legal obligations, potentially expos - ing shareholders or controlling persons to personal liability.
regulate the position, duties, remuneration, working time, probation, duration and termination conditions. The parties retain contractual freedom, but they may not waive mandatory employee protections concern - ing matters such as salary, working hours, leave, equality and health and safety. Case law assists in interpreting these rules, while employment disputes fall within the civil jurisdiction. The recruitment of non-resident foreign nationals is also subject to immigration quotas and work-author - isation requirements. In practice, available positions must generally be offered first to Andorran nationals and lawful residents before an employer may recruit from abroad. 4.2 Characteristics of Employment Contracts Employment contracts must be concluded individually and in writing, irrespective of their duration or type; a purely verbal contract does not satisfy the statutory formalities. The contract should identify the parties and regulate the employee’s position, duties, remu - neration, working time, workplace, start date and any probationary period. Contracts may be indefinite or concluded under one of the legally recognised fixed- term or special arrangements. Fixed-term contracts must state the objective rea - son for their temporary nature and the date or cir - cumstances determining their expiry. Any contractual term that provides less favourable conditions than mandatory employment law or an applicable collec - tive agreement is invalid. 4.3 Working Time The statutory standard working week is 40 hours, although part-time and legally permitted flexible arrangements may apply. Under an irregular working- time system, daily work may not generally exceed ten hours or 48 hours per week, and minimum rest peri - ods must be observed. Overtime comprises hours exceeding the statutory, contractual or collectively agreed working time and is limited to 12 hours per week, 48 hours per month and 426 hours per year. It is generally voluntary for the employee, except in exceptional or force majeure
4. Employment Law 4.1 Nature of Applicable Regulations
Employment relationships in Andorra are primarily governed by the Law on Labour Relations, alongside mandatory statutory minimum standards, individual employment contracts and, where applicable, collec - tive bargaining agreements. Employment contracts may be indefinite or fixed-term and should clearly
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