ANDORRA Trends and Developments Contributed by: Oriol Giró, Laia Bertran, Yaumara Toledo and José Luis Andrés, Emindset Law Firm
national heliport, which is expected to begin operat - ing regular helicopter services this year, as well as the Andorra–La Seu d’Urgell Airport in Spain, located approximately ten minutes from the Andorran border and offering scheduled flights to Madrid and Palma de Mallorca. The country is therefore particularly attractive to: • entrepreneurs establishing businesses with an international or digital dimension; • family-owned companies and holding structures; • investors seeking access to Andorra’s domestic economy; • professionals working in technology, consultancy, finance, sport or creative industries; • high-net-worth individuals seeking genuine resi - dence in a stable European jurisdiction; and • families seeking a secure and multilingual environ - ment. These advantages should not be interpreted as allow - ing artificial or purely formal structures. Andorran authorities increasingly expect companies to dem - onstrate genuine economic substance, with tax resi - dence determined by the factual circumstances and companies required to maintain genuine governance, business activity and decision-making arrangements. Banks, immigration authorities, tax authorities and for - eign investment regulators likewise expect investors to demonstrate the commercial rationale behind their proposed structures. The process to set up a company in Andorra The two principal corporate forms are the limited liability company, or societat de responsabilitat limi- tada (SL), and the public limited company, or societat anònima (SA). The limited liability company requires minimum share capital of EUR3,000 and is the vehicle most commonly used by entrepreneurs, family busi - nesses, holding companies and joint ventures. The public limited company requires minimum share capi - tal of EUR60,000 and is generally used for larger pro - jects, more complex investment structures and certain regulated activities. Both vehicles offer limited liability to their sharehold - ers, subject to the usual exceptions for fraud, abuse or
unlawful conduct. They may be incorporated by one or more shareholders and managed by a sole direc - tor, joint or several directors, or a board of directors. The appropriate structure depends on the number of investors, the decision-making model, the need for checks and balances, and any regulatory require - ments applicable to the activity. In practical terms, incorporating an Andorran com - pany normally involves the following stages: • reserving the proposed company name; • obtaining foreign investment authorisation, where required; • completing bank compliance and opening a capital account; • depositing the required share capital before an Andorran bank; • preparing the articles of association and beneficial ownership documentation; • executing the incorporation deed before an Andor - ran notary; • registering the company with the Companies Reg - istry; • obtaining tax and administrative identification; • registering the relevant trade or commercial activ - ity; and • obtaining any “communal”, professional or sector- specific permits. Foreign investment approval is usually required where a non-Andorran investor incorporates a company or acquires a qualifying participation in an existing com - pany. Direct and indirect interests are considered, and acquisitions exceeding the statutory participation threshold require prior authorisation. The authorisation must be obtained before the investment is completed. Applicants are required to identify the investor, ulti - mate beneficial owners, source of funds and proposed investment. Individuals generally provide an apostilled or legalised passport and criminal record certificate. Corporate investors must produce incorporation documents, registers, ownership charts and evidence identifying the natural persons who ultimately control the investment.
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