Doing Business In..._2026

Definitive global law guides offering comparative analysis from top-ranked lawyers

CHAMBERS GLOBAL PRACTICE GUIDES

Doing Business In... 2026

Definitive global law guides offering comparative analysis from top-ranked lawyers

Contributing Editor Philip Tully Matheson

Global Practice Guides

Doing Business In... Contributing Editor Philip Tully Matheson LLP

2026

Chambers Global Practice Guides For more than 20 years, Chambers Global Guides have ranked lawyers and law firms across the world. Chambers now offer clients a new series of Global Practice Guides, which contain practical guidance on doing legal business in key jurisdictions. We use our knowledge of the world’s best lawyers to select leading law firms in each jurisdiction to write the ‘Law & Practice’ sections. In addition, the ‘Trends & Developments’ sections analyse trends and developments in local legal markets. Disclaimer: The information in this guide is provided for general reference only, not as specific legal advice. Views expressed by the authors are not necessarily the views of the law firms in which they practise. For specific legal advice, a lawyer should be consulted. Content Management Director Claire Oxborrow Content Manager Jonathan Mendelowitz Senior Content Reviewers Sally McGonigal, Ethne Withers, Deborah Sinclair, Stephen Dinkeldein, Vivienne Button and Sean Marshall Content Reviewers Lawrence Garrett, Marianne Page, Heather Palomino, Alison Moore, Adrian Ciechacki and Michael Irvine Content Coordination Manager Nancy Tsang Senior Content Coordinators Carla Cagnina and Delicia Tasinda Content Coordinator Joanna Chivers Head of Production Jasper John Production Coordinator Genevieve Sibayan

Published by Chambers and Partners 165 Fleet Street London EC4A 2AE Tel +44 20 7606 8844 Fax +44 20 7831 5662 Web www.chambers.com

Contents

INTRODUCTION Contributed by Philip Tully, Matheson LLP p.6

CHILE Law and Practice p.180

Contributed by Garnham Abogados Trends and Developments p.199 Contributed by Garnham Abogados CHINA Trends and Developments p.205 Contributed by Zhong Lun Law Firm COLOMBIA Law and Practice p.212 Contributed by Baker McKenzie S.A.S. Trends and Developments p.230 Contributed by Baker McKenzie S.A.S.

ANDORRA Law and Practice p.8

Contributed by Emindset Law Firm Trends and Developments p.17 Contributed by Emindset Law Firm

ARMENIA Law and Practice p.25

Contributed by Concern Dialog Trends and Developments p.47 Contributed by MB Legal AUSTRALIA Law and Practice p.54 Contributed by Archer Scott Lawyers Trends and Developments p.68 Contributed by Archer Scott Lawyers

CZECH REPUBLIC Law and Practice p.238 Contributed by Tenacta, advokátní kancelář, s.r.o. DOMINICAN REPUBLIC Law and Practice p.262 Contributed by Headrick Rizik Álvarez & Fernández ECUADOR Law and Practice p.283 Contributed by Flor Bustamante Pizarro & Hurtado EGYPT Law and Practice p.306 Contributed by Soliman, Hashish & Partners Trends and Developments p.322 Contributed by Soliman, Hashish & Partners

BAHAMAS Law and Practice p.74

Contributed by GrahamThompson Trends and Developments p.91 Contributed by GrahamThompson

BULGARIA Law and Practice p.98 Contributed by G&P Law

CABO VERDE Law and Practice p.120 Contributed by Raposo Bernardo & Associados Trends and Developments p.140 Contributed by Raposo Bernardo & Associados

ENGLAND & WALES Law and Practice p.329 Contributed by Winston Taylor Trends and Developments p.348 Contributed by Winston Taylor

CAMEROON Trends and Developments p.146 Contributed by Amadagana & Partners CANADA Trends and Developments p.152 Contributed by INQ Law

FRANCE Law and Practice p.354

Contributed by Baker McKenzie Paris Trends and Developments p.377 Contributed by Baker McKenzie Paris

CAYMAN ISLANDS Law and Practice p.160 Contributed by Maples Group

GIBRALTAR Law and Practice p.384 Contributed by ISOLAS LLP

3 CHAMBERS.COM

Contents

GREECE Law and Practice p.406 Contributed by Kyriakides Georgopoulos Law Firm Trends and Developments p.428 Contributed by Kyriakides Georgopoulos Law Firm INDIA Law and Practice p.436 Contributed by JSA Advocates & Solicitors Trends and Developments p.456 Contributed by JSA Advocates & Solicitors

MEXICO Law and Practice p.666 Contributed by Basham, Ringe y Correa S.C. Trends and Developments p.690 Contributed by Villar & Villar Abogados, S.C. NAMIBIA Law and Practice p.696 Contributed by Dr. Weder, Kruger & Haikali Inc. Trends and Developments p.719 Contributed by Dr. Weder, Kruger & Haikali Inc.

INDONESIA Law and Practice p.465 Contributed by ABNR Counsellors at Law

NETHERLANDS Law and Practice p.724 Contributed by BUREN

Trends and Developments p.748 Contributed by ACG International NEW ZEALAND Law and Practice p.755 Contributed by Tompkins Wake Trends and Developments p.774 Contributed by Tompkins Wake

IRELAND Law and Practice p.487 Contributed by Matheson LLP

JAPAN Law and Practice p.507 Contributed by Anderson Mori & Tomotsune Trends and Developments p.528 Contributed by Oh-Ebashi LPC & Partners

NORWAY Law and Practice p.782 Contributed by LexOslo

KOSOVO Law and Practice p.535 Contributed by Rex Law Partners

OMAN Law and Practice p.803 Contributed by Said Al Shahry & Partners

KUWAIT Law and Practice p.553 Contributed by ASAR – Al Ruwayeh & Partners

PANAMA Law and Practice p.823

LIECHTENSTEIN Law and Practice p.571 Contributed by Gasser Partner Trends and Developments p.591 Contributed by Gasser Partner LUXEMBOURG Law and Practice p.596 Contributed by ATOZ Tax Advisers MALDIVES Law and Practice p.622 Contributed by Premier Chambers LLP

Contributed by BDO Legal Panama Trends and Developments p.841 Contributed by BDO Legal Panama

PHILIPPINES Trends and Developments p.846 Contributed by Cruz Marcelo & Tenefrancia

POLAND Law and Practice p.854 Contributed by Clifford Chance PORTUGAL Law and Practice p.878 Contributed by LVP Advogados Trends and Developments p.904 Contributed by LVP Advogados

MAURITIUS Law and Practice p.643 Contributed by Venture Law

4 CHAMBERS.COM

Contents

SAUDI ARABIA Law and Practice p.910 Contributed by Derayah LLPC SINGAPORE Law and Practice p.930 Contributed by Collyer Law LLC SOUTH AFRICA Trends and Developments p.951 Contributed by Bowmans SOUTH KOREA Law and Practice p.959 Contributed by Dentons Lee Trends and Developments p.984 Contributed by Dentons Lee SPAIN Trends and Developments p.991 Contributed by Anaford Abogados SRI LANKA Law and Practice p.998 Contributed by Varners Trends and Developments p.1019 Contributed by Varners SWITZERLAND Law and Practice p.1024 Contributed by Walder Wyss Ltd UAE Law and Practice p.1046 Contributed by Habib Al Mulla & Partners Trends and Developments p.1061 Contributed by Habib Al Mulla & Partners US VIRGIN ISLANDS Law and Practice p.1067 Contributed by Marjorie Rawls Roberts PC Trends and Developments p.1085 Contributed by Marjorie Rawls Roberts PC USA Trends and Developments p.1094 Contributed by Rosen Karol Salis, PLLC

USA – CALIFORNIA Trends and Developments p.1102 Contributed by Sanford Heisler Sharp McKnight USA – DISTRICT OF COLUMBIA Trends and Developments p.1107 Contributed by Sanford Heisler Sharp McKnight

USA – GEORGIA Trends and Developments p.1114 Contributed by Cohan & Levy USA – IDAHO Trends and Developments p.1120 Contributed by Hawley Troxell USA – ILLINOIS Trends and Developments p.1126 Contributed by Forde & O’Meara LLP USA – MASSACHUSETTS Trends and Developments p.1132 Contributed by Wiggin and Dana LLP USA – NEW YORK Trends and Developments p.1141 Contributed by IX Legal USA – NORTH CAROLINA Trends and Developments p.1146 Contributed by Jesson & Rains, PLLC

USA – PENNSYLVANIA Trends and Developments p.1151 Contributed by Fitzpatrick Lentz & Bubba, PC

USA – TEXAS Trends and Developments p.1158 Contributed by Phelps Dunbar LLP VIETNAM Law and Practice p.1163 Contributed by VILAF Trends and Developments p.1188 Contributed by VILAF

5 CHAMBERS.COM

INTRODUCTION

Contributed by: Philip Tully, Matheson LLP

Matheson LLP is the law firm of choice for interna - tionally focused companies and financial institutions doing business in and from Ireland. Established in 1825 in Dublin, Ireland, Matheson LLP celebrates its 200-year anniversary in 2025. The firm has offices in Dublin, Cork, London, New York, Palo Alto and San Francisco, almost 900 people work across the firm’s six offices, including 127 partners and tax principals

and over 600 legal, tax and digital services profes - sionals. The firm’s expertise is spread across more than 30 practice groups. Its clients include over half of the world’s 50 largest banks, seven of the world’s ten largest asset managers and seven of the top ten global technology brands, and it has advised the ma - jority of the Fortune 100 companies.

Contributing Editor

Philip Tully is a partner in Matheson’s tax department and is a member of the firm’s international business group and US business group. He advises multinational corporations doing business in and from Ireland on all

aspects of corporate tax. His main focus is on cross-border reorganisations, inward investment projects and cross-border tax transactions, as well as transfer pricing matters and tax disputes. He is a member of the Law Society of Ireland, the Irish Tax Institute and the International Bar Association.

Matheson LLP 70 Sir John Rogerson’s Quay Dublin 2 Ireland Tel: +353 1 232 2000 Fax: +353 1 232 3333 Email: dublin@matheson.com Web: www.matheson.com

6 CHAMBERS.COM

INTRODUCTION Contributed by: Philip Tully, Matheson LLP

Introduction The eighth edition of Chambers Global Practice Guides: Doing Business In... is published at a time when mac - roeconomic volatility and geopolitical instability have become the new normal for global enterprises. Economic growth is weaker than initially projected in 2026, weighed down by the recent outbreak of conflict in the Middle East and its consequences, a sharp rise in energy costs, record depletion of global oil reserves and supply chain disruptions (see IEA Oil Market Report – May 2026). The full impact of war on the global economy remains to be seen but the spec - tre of inflation and a significant slowdown in economic growth looms. Against this backdrop, international policymakers have been striving to achieve security and stability for global businesses in the areas of trade. A notable develop - ment in the first half of 2026 was the agreement of major trade deals between the EU and the US and the EU and India, in a bid to restore economic confidence amid ongoing tariff disputes. The legality of the tariff policies imposed by the US administration remains a contested issue both domestically and globally, but the willingness of stakeholders to engage in multilateral trade negotiations signals a constructive development. On the tax front, the OECD’s Side-by-Side Package has sought to bring clarity to the implementation of the Pillar Two rules for US headquartered multinational enterprises (MNEs). However, it remains to be seen whether this marks the final chapter of the OECD’s minimum tax project or whether the “stocktake” exer - cise to be conducted in future years will see further changes to remove any unfair advantages between different countries. With most large MNEs required to register for Pillar Two taxes this year, the impact and efficacy of this global minimum tax regime will need to continue to be assessed. One particular area of economic growth that remains resilient in 2026 is investment in generative AI. By all accounts, the so-called “AI boom” appears set to con - tinue this year, with many tech players implementing cost efficiency plans in an effort to shift capital towards investment in AI. Investment in physical infrastructure and data centres to support the rapid advancements

in AI also remains steady. However, there has been a marked increase in scrutiny on the potential costs of such investments, including constraints in energy supply and impact on energy costs. This industry is also seeing increased regulatory requirements, which may slow growth in this developing sector. In terms of digital regulation, the EU is continuing to focus on simplification and competitiveness as Ireland takes over the reins of the EU Presidency in July. The EU bloc will seek to remove overlapping regulations and reduce compliance burdens for digital businesses oper - ating within the region with targeted amendments to align the EU Data Act, GDPR and AI Act. These changes are with a view to boosting AI innovation in Europe so as to ensure that regulatory complexity does not contribute to the region falling behind its global peers. What does remain clear this year is that it is impera - tive for businesses and investors to remain agile in yet another year of volatility. The economic and geopoliti - cal environment is shifting faster than policymakers and regulators can keep up with, and the businesses best placed to manage the gap will be those that pro - actively monitor regulatory changes while remaining flexible in their planning and responses. In the context of this global macro-economic envi - ronment, the 2026 edition of the Doing Business In... guide provides a concise summary of the key legal and tax considerations for doing business in countries around the world. It serves as an essential reference point for both lawyers and investors looking to under - stand the basic principles and legal frameworks of the relevant jurisdictions. The contributing experts for each jurisdiction have fol - lowed a common template, allowing readers to eas - ily compare and contrast different jurisdictions. The guide also summarises recent developments and updates that are of particular importance for those doing business in 2026. We would like to thank all the participating contribu - tors for their efforts in making this Doing Business In... guide such a vital resource and an essential compo - nent of the Chambers Global Practice Guides series.

7 CHAMBERS.COM

ANDORRA

France

Andorra

Andorra La Vella

Law and Practice Contributed by: Oriol Giró, Laia Bertran, Yaumara Toledo and José Luis Andrés Emindset Law Firm

Spain

Contents 1. Legal System p.10 1.1 Legal System and Judicial Order p.10 2. Restrictions on Foreign Investments p.10 2.1 Approval of Foreign Investments p.10 2.2 Procedure to Obtain Approval and Sanctions for Non-Compliance p.10 2.3 Commitments Required From Foreign Investors p.11 2.4 Right to Appeal p.11 3. Corporate Vehicles p.11 3.1 Most Common Forms of Legal Entity p.11 3.2 Incorporation Process p.11 3.3 Ongoing Reporting and Disclosure Obligations p.11 3.4 Management Structures p.12 3.5 Directors’, Officers’ and Shareholders’ Liability p.12 4. Employment Law p.12 4.1 Nature of Applicable Regulations p.12 4.2 Characteristics of Employment Contracts p.12 4.3 Working Time p.12 4.4 Termination of Employment Contracts p.13 4.5 Employee Representations p.13 5. Tax Law p.13 5.1 Taxes Applicable to Employees/Employers p.13 5.2 Taxes Applicable to Businesses p.13 5.3 Available Tax Credits/Incentives p.13 5.4 Tax Consolidation p.14 5.5 Thin Capitalisation Rules and Other Limitations p.14 5.6 Transfer Pricing p.14 5.7 Anti-Evasion Rules p.14 5.8 Tariffs p.14

6. Competition Law p.14 6.1 Merger Control Notification p.14 6.2 Merger Control Procedure p.14 6.3 Cartels p.15 6.4 Abuse of Dominant Position p.15 7. Intellectual Property p.15 7.1 Patents p.15 7.2 Trade Marks p.15 7.3 Industrial Designs p.15 7.4 Copyright p.15 7.5 Others p.16 8. Data Protection p.16

8.1 Applicable Regulations p.16 8.2 Geographical Scope p.16 8.3 Role and Authority of the Data Protection Agency p.16 9. Looking Forward p.16 9.1 Upcoming Legal Reforms p.16

8 CHAMBERS.COM

ANDORRA Law and Practice Contributed by: Oriol Giró, Laia Bertran, Yaumara Toledo and José Luis Andrés, Emindset Law Firm

Emindset Law Firm is a business-focused law firm with a team of over 15 and key offices in Andorra and Barcelona, providing integrated legal advice on cross-border matters. Emindset has recognised ex - pertise in commercial law, real estate, new technolo - gies and entertainment law, enabling it to address the legal, regulatory and strategic aspects of complex transactions and innovative projects. Recent high -

lights include advising on three landmark real estate development projects in Andorra; acting on the ac - quisition of one of Spain’s leading financial institu - tions; providing legal advice in connection with a fea - ture film; and assisting the Government of Andorra with a major digital transformation initiative. The firm combines technical rigour, commercial insight and a highly responsive, multidisciplinary approach.

Authors

Oriol Giró is the CEO and founder of Emindset Law, where he leads the firm’s strategic development and advises businesses, investors and private clients on complex legal matters in Andorra and Spain. He has

Yaumara Toledo is the director of the commercial law department at Emindset Law, where she advises companies and entrepreneurs on corporate transactions, M&A, commercial agreements and business

particular expertise in commercial and real estate law, including corporate transactions, contractual matters, investment structures and property development projects. He is Vice-President of the European Lawyers Association (AEA), a member of Rotary International and a member of the Board of Directors of Anseac (Espic), a leading contact-centre company operating in Andorra and Spain. He has been recognised as CEO of the Year in Legal Advisory for Businesses in Spain.

structuring. Her practice focuses on commercial Law, new technologies and entertainment law, with additional expertise in data protection, privacy, digital law, artificial intelligence and blockchain. As a qualified data protection officer, she provides practical guidance on regulatory compliance and the legal implications of emerging technologies. Her multidisciplinary approach combines sound commercial judgement with a strong understanding of innovation, enabling her to support clients operating in rapidly evolving and technology-driven sectors. José Luis Andrés is the director of the accounting and tax department at Emindset Law and is responsible for leading the firm’s tax and accounting practice. He has extensive experience in advanced taxation, financial reporting and complex accounting matters, advising companies, investors and private clients on tax planning, regulatory compliance and business structuring. His deep knowledge of the sector enables him to provide technically rigorous, commercially focused advice and to identify practical solutions to sophisticated financial and tax- related issues.

Laia Bertran is the director of the corporate department at Emindset Law. She specialises in commercial and real estate law, advising companies, investors and private clients on corporate governance,

contractual matters, company formations, transactions and property-related projects. Her practice is characterised by a practical, detail- oriented approach and a strong understanding of the Andorran business environment.

9 CHAMBERS.COM

ANDORRA Law and Practice Contributed by: Oriol Giró, Laia Bertran, Yaumara Toledo and José Luis Andrés, Emindset Law Firm

Emindset Law Firm Edifici Prat de la Creu, Bloc A, 4t 1a Carrer Prat de la Creu 59–65 AD500 Andorra la Vella Andorra Tel: +376 728 882 Email: contact@emindsetlaw.com Web: www.emindsetlaw.com

1. Legal System 1.1 Legal System and Judicial Order

old also require approval. Direct and indirect hold - ings are aggregated. Real estate investments always require prior approval, subject to limited inheritance and matrimonial-property exceptions. Applications are assessed against public order, national security, economic stability, environmental, housing, labour- market, public-health and anti-money laundering con - siderations. Real estate acquisitions are quantitatively restricted, while property development and tourist accommodation investments are subject to specific prohibitions or conditions. Regulated sectors, includ - ing finance, insurance and telecommunications, may require additional sector-specific approvals. 2.2 Procedure to Obtain Approval and Sanctions for Non-Compliance Foreign investors must submit a prior-authorisation application to the competent ministry, either directly or through an authorised representative. The filing must identify the investor, beneficial ownership and proposed investment, and include supporting cor - porate and transaction documents. Individuals must generally provide a valid passport and criminal-record certificate, duly legalised or apostilled as applicable. Additional documents may be required depending on whether the investment concerns a company, share - holding or real estate. The statutory decision period is two months, extendable by one further month, and the investment may only be completed after approval. Unauthorised investments may be declared null and void.

Andorra’s civil-law system is based primarily on the Constitution of 1993 as the supreme legal norm. Its private law has also been influenced by both Roman law and Catalan legal traditions. Case law is not for - mally binding, although decisions of the higher courts are highly persuasive. The Batllia is the main first-instance court for civil, administrative and certain criminal matters, while the Tribunal de Corts primarily hears serious criminal cas - es. Appeals are generally decided by the High Court of Justice. The Constitutional Court, which is separate from the ordinary judiciary, reviews constitutional mat - ters and protects fundamental rights. Once effective domestic remedies have been exhausted, individuals may also bring an application before the European Court of Human Rights concerning an alleged vio - lation of the European Convention on human rights attributable to Andorra. 2. Restrictions on Foreign Investments 2.1 Approval of Foreign Investments Foreign investment in Andorra is generally subject to prior administrative authorisation by the Andorran Government. Approval is required for incorporating or acquiring interests in Andorran companies, estab - lishing branches or permanent establishments, and acquiring more than 10% of a company’s capital or voting rights; subsequent changes above that thresh -

10 CHAMBERS.COM

ANDORRA Law and Practice Contributed by: Oriol Giró, Laia Bertran, Yaumara Toledo and José Luis Andrés, Emindset Law Firm

2.3 Commitments Required From Foreign Investors Foreign investment approvals may be made subject to compliance with the conditions stated in the applica - tion and authorisation. In practice, investors may be expected to demonstrate effective economic activ - ity, adequate financing, genuine business substance, employment creation, sustainability and consistency with Andorra’s public and economic interests. Com - panies with foreign investment must generally com - mence effective activity within 18 months and comply with ongoing reporting and operational requirements. For certain real estate investments, commitments may include maintaining the asset, using it for an author - ised business purpose or creating and preserving employment. The government has recently intensified its scrutiny and may reject projects that fail to meet statutory requirements or do not generate sufficient added value for Andorra. 2.4 Right to Appeal A refusal of foreign investment authorisation is a rea - soned administrative act and may be challenged for errors of law, fact, procedure or misuse of adminis - trative discretion. The investor must generally file an administrative appeal before the government. Once the administrative route has been exhausted, judicial review may be sought before the Administrative Sec - tion of the Batllia . 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity The principal corporate vehicles are the societat de responsabilitat limitada (SL) and the societat anònima (SA). Both may be incorporated by one or more share - holders, whose liability is generally limited to their capital contributions. An SL requires minimum share capital of EUR3,000, while an SA requires EUR60,000, fully subscribed and paid in. Both are governed by the shareholders’ general meeting and may be managed by a sole director, joint or several directors, or a board of directors. The SL is the most commonly used form because of its lower capital requirement and flexible governance,

making it suitable for greenfield projects, family busi - nesses, holdings and joint ventures. The SA is generally preferred for larger projects, broader investment structures and businesses requir - ing more sophisticated governance. Certain regulated activities, particularly in the financial sector, must be carried out through an SA or another specifically pre - scribed legal form. 3.2 Incorporation Process The process to set up a company generally begins with the reservation of the company name and, where applicable, obtaining prior foreign investment author - isation. The founders must then open an Andorran bank account and deposit the required share capital. Once the bank certificate and corporate documents are available, the articles of association are executed before an Andorran notary. The company is subse - quently registered with the Companies Registry and obtains its tax and administrative identification details. Before commencing operations, it must complete the commercial opening procedure and secure any municipal or sector-specific authorisations required for its activity. In practice, the process usually takes approximately three to four months and remains rela - tively documentation-intensive. Administrative proce - dures are, however, being digitised in Andorra, with the objective of enabling more stages to be completed online. 3.3 Ongoing Reporting and Disclosure Obligations Private companies are subject to ongoing filing and disclosure obligations. Changes to the manage - ment body, including appointments and removals, and amendments to the articles must generally be approved by the shareholders’ general meeting, for - malised before an Andorran notary and registered with the Companies Registry. Companies must also file their annual accounts and periodically confirm or update their beneficial owner - ship information, which are publicly recorded in the Companies Registry and generally include key corpo - rate data, as well as the identity of registered share - holders and directors. Failure to comply may result in sanctions and restrictions on further registry filings.

11 CHAMBERS.COM

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

12 CHAMBERS.COM

ANDORRA Law and Practice Contributed by: Oriol Giró, Laia Bertran, Yaumara Toledo and José Luis Andrés, Emindset Law Firm

circumstances. Overtime must be paid with at least a premium or, with the employee’s consent, compen - sated by equivalent paid rest. 4.4 Termination of Employment Contracts Andorra is not an employment-at-will jurisdiction. Indefinite contracts may be terminated without cause subject to statutory notice and compensation, while fixed-term contracts normally end on the agreed date or upon completion of the relevant work. Employers may also dismiss employees for objective or disci - plinary reasons, provided the legal grounds and pro - cedural requirements under Law 31/2018 are met. Unjustified, defective or discriminatory dismissals may trigger increased compensation or nullity. Collective redundancies arise when dismissals exceed the statutory workforce thresholds within 90 days. Employers must consult employee representatives, justify the measures and notify the Labour Ministry. An agreement is not mandatory; however, in its absence, prior administrative authorisation is required. Affected employees are entitled to the notice and compensa - Employers must inform employees of their role, duties and working conditions, which should be clearly stat - ed in the written employment contract. They must also comply with ongoing obligations concerning remu - neration, working time, health and safety, equality and any material changes affecting the employment relationship. Employee representation is not mandatory in every company. However, companies with more than 30 employees must establish a works council elected by the workforce. Management must inform and consult that body on relevant employment, organisational and collective measures. tion applicable to objective dismissal. 4.5 Employee Representations

Employers must withhold and remit any applicable personal income tax. Social security contributions to the Caixa Andorrana de Seguretat Social (CASS) amount to 22% of gross salary: 6.5% is borne by the employee and withheld from salary, while 15.5% is paid by the employer. These contributions cover the general healthcare and retirement benefits. No separate payroll tax generally applies. 5.2 Taxes Applicable to Businesses Companies incorporated in Andorra are generally sub - ject to corporate income tax on worldwide profits at a standard rate of 10%, subject to available exemp - tions, deductions and special regimes. Businesses supplying goods or services are also sub - ject to the general indirect tax (IGI), normally at 4.5%, with reduced and increased rates for certain transac - tions. Dividends distributed by Andorran companies are generally not subject to withholding tax, while pay - ments to non-residents, including certain interest and service income, may attract non-resident income tax at up to 10%, subject to domestic exemptions and tax treaties. Real estate transfers may trigger transfer tax, gen - erally between 3% and 4%, and foreign real estate investment may also be subject to a specific tax (cur - rently 6%). As of June 2026, Andorra has not implemented the OECD Pillar Two GloBE rules or a domestic top-up tax, and no Andorran regime appears on the OECD Central Record as qualifying for safe-harbour status. 5.3 Available Tax Credits/Incentives Andorra already offers a competitive tax framework, with maximum rates of 10% for corporate and per - sonal income tax and a general IGI rate of 4.5%. Corporate incentives include deductions for creating permanent employment and for qualifying new invest - ments made in Andorra.

5. Tax Law 5.1 Taxes Applicable to Employees/ Employers

Employment income is taxed at a maximum rate of 10%, subject to statutory allowances and reductions.

13 CHAMBERS.COM

ANDORRA Law and Practice Contributed by: Oriol Giró, Laia Bertran, Yaumara Toledo and José Luis Andrés, Emindset Law Firm

Eligible holding companies may benefit from an exemption on qualifying foreign dividends and capi - tal gains, rather than a general 80% rebate. An 80% reduction applies to certain international intangible, trading and intragroup financial activities, subject to strict substance, activity and authorisation require - ments. Tax-neutral treatment may also be available for quali - fying corporate reorganisations. 5.4 Tax Consolidation Tax consolidation is available on an optional basis for qualifying Andorran corporate groups. All eligible group companies must agree to apply the regime, consolidate their financial statements and satisfy the statutory parent–subsidiary ownership require - ments. The parent company must notify the Ministry of Finance before the beginning of the first tax period concerned and assumes responsibility for the group’s consolidated corporate tax filing. 5.5 Thin Capitalisation Rules and Other Limitations Andorra does not apply a traditional debt-to-equi - ty thin-capitalisation ratio. However, net financial expenses are generally deductible only up to certain percentage of tax-adjusted EBITDA, subject to a mini - mum deduction and statutory exemptions. Related- party financing must also comply with arm’s-length

to reassessment, interest, penalties and, in serious cases, criminal liability. 5.8 Tariffs Banking and financial services are subject to an increased IGI rate of 9.5%. Foreign real estate invest - ment is also taxed at 6% for qualifying limited acqui - sitions and 10% for other investments exceeding the statutory limits. Current developments are influenced by Andorra’s closer economic integration with the EU. Andorra does not currently apply a general merger- control notification regime based on turnover or mar - ket-share thresholds. However, acquisitions, mergers or joint ventures involving foreign investors require prior Government authorisation where they constitute foreign investment, including the acquisition of more than 10% of an Andorran company. Corporate merg - ers and demergers must also be registered with the Companies Registry. Where the tax-neutral restructur - ing regime is applied, the transaction must be notified to the tax authorities before execution of the relevant public deed. 6.2 Merger Control Procedure 6. Competition Law 6.1 Merger Control Notification The process usually begins with due diligence, nego - tiation and preparation of a common merger plan and merger balance sheets. The governing bodies approve the plan, which is then submitted to the sharehold - ers of each participating company for approval. Any required independent expert reports and creditor pro - tection procedures must be completed before imple - mentation. Where the tax-neutral restructuring regime applies, the transaction must be notified to the tax authorities before execution of the public deed and must be sup - ported by valid economic reasons. The merger is then formalised before an Andorran notary and registered with the Companies Registry, producing universal succession of assets and liabilities. Foreign invest - ment authorisation may also be required. Depending on complexity and approvals, the process generally takes three to four months.

transfer-pricing rules. 5.6 Transfer Pricing

Transfer pricing rules apply to transactions between related parties, which must be valued on an arm’s- length basis. The Andorran tax authorities may adjust the taxable base where agreed terms differ from mar - ket conditions, and taxpayers must retain sufficient

supporting documentation. 5.7 Anti-Evasion Rules

Andorra applies anti-evasion rules allowing the tax authorities to disregard simulated, abusive or arti - ficial arrangements lacking economic substance. These measures are supported by transfer-pricing, beneficial-ownership, anti-money laundering and tax-information exchange rules. Breaches may lead

14 CHAMBERS.COM

ANDORRA Law and Practice Contributed by: Oriol Giró, Laia Bertran, Yaumara Toledo and José Luis Andrés, Emindset Law Firm

6.3 Cartels Law 13/2013 on effective competition and consumer protection prohibits agreements, concerted practic - es and decisions that restrict competition, including price-fixing, market-sharing and output limitations. It also prohibits abuse of a dominant position (see 6.4 Abuse of Dominant Position ), subject to limited statu - tory exemptions and de minimis rules. The regime applies to conduct carried out in Andorra and to conduct implemented abroad where it pro - duces or may produce anti-competitive effects in the Andorran market. Infringements may result in admin - istrative sanctions, invalidity of the relevant arrange - ments and civil liability. 6.4 Abuse of Dominant Position Law 13/2013 prohibits the abuse of an individual or collective dominant position where conduct harms consumers or unjustifiably forecloses the market. Prohibited practices include unfair pricing, limiting production or market access, discriminatory condi - tions and contractual tying. Andorran law does not establish a separate gen - eral prohibition of abuse of economic dependency, although such conduct may fall within dominance, unfair competition or general contractual rules. The regime applies whenever the conduct produces effects in Andorra, irrespective of where it occurred or the parties’ domicile. According to Andorran legislation, a patent protects an invention in any technological field that is new, involves an inventive step and is capable of indus - trial application. Protection lasts 20 years from the filing date, subject to payment of annual renewal fees. Applications are filed with the Andorran Trademarks and Patents Office and must include a description, claims, drawings where applicable and an abstract. Following formal examination, the application is nor - mally published after several months and, once the applicable requirements and fees are satisfied, the 7. Intellectual Property 7.1 Patents

patent is granted and registered. Patent holders may bring civil proceedings seeking cessation of infringe - ment, injunctions, damages, seizure or destruction of infringing goods and publication of the judgment; invalid patents may be challenged before the courts. 7.2 Trade Marks According to Andorran law, a trade mark is any sign capable of distinguishing the goods or services of one undertaking from others. Registration with the Andorran Trademarks and Pat - ents Office (OMPA) grants protection for ten years, renewable indefinitely for successive ten-year periods. The application must identify the mark, owner and relevant Nice classes, after which OMPA conducts a formal examination and registers the mark if statutory requirements are met. Infringement may be challenged through civil pro - ceedings seeking injunctions, damages, seizure or destruction of infringing goods and publication of the judgment. As Andorran registration protects only within Andorra, internationally active businesses should also consider obtaining an EU trade mark or other foreign protection. 7.3 Industrial Designs Andorra currently has no specific national registration system granting standalone industrial design rights. A product’s appearance may nevertheless be protect - ed automatically by copyright where it qualifies as an original artistic work. Additional protection may arise through three-dimensional trademarks, patents for technical features and unfair competition rules. Rights holders may seek injunctions, damages, withdrawal or destruction of infringing products and, where applica - ble, criminal remedies. 7.4 Copyright Copyright protects original literary, artistic and scien - tific works, including software and audiovisual crea - tions, from the moment of creation. No registration is required, although evidence of authorship and crea - tion date is advisable.

15 CHAMBERS.COM

ANDORRA Law and Practice Contributed by: Oriol Giró, Laia Bertran, Yaumara Toledo and José Luis Andrés, Emindset Law Firm

Economic rights generally last for the author’s lifetime plus 70 years. Infringement may give rise to injunc - tions, damages, withdrawal or destruction of unlawful copies and, in serious cases, criminal liability. 7.5 Others Trade secrets are safeguarded through confidentiality, contractual and unfair competition rules, provided rea - sonable measures are taken to preserve secrecy. It is recommended to document and notarise the relevant IP, register protectable rights whenever possible, and maintain clear evidence of creation and ownership. Agreements with developers, employees and contrac - tors should expressly regulate confidentiality, IP assign - ment, permitted use and ownership of improvements. Data protection is primarily governed by Qualified Law 29/2021 on Personal Data Protection, as amended by Qualified Law 12/2024, and its implementing regula - tions. The framework is closely aligned with the EU GDPR and regulates lawful processing, transparency, data-subject rights, security, international transfers, breach notification and accountability. Compliance is supervised by the Andorran Data Protection Agency (APDA). The GDPR may also apply directly to Andorran com - panies offering goods or services to, or monitoring, individuals in the European Economic Area. In prac - tice, many Andorran businesses align their policies and procedures with GDPR standards to ensure con - sistent cross-border compliance. 8.2 Geographical Scope Andorran data protection law applies to processing carried out by entities established in Andorra and may also apply to foreign companies targeting or monitor - ing individuals in Andorra. 8. Data Protection 8.1 Applicable Regulations Conversely, Andorran companies offering goods or ser - vices to, or monitoring, individuals in the European Eco - nomic Area (EEA) may be directly subject to the GDPR.

International transfers are restricted where the des - tination does not provide an equivalent level of pro - tection, unless appropriate safeguards or a statutory exception applies. As Andorra benefits from an EU adequacy decision, data may generally flow freely between Andorra and the EEA. 8.3 Role and Authority of the Data Protection Agency The Andorran Data Protection Agency (APDA) is the independent supervisory authority responsible for monitoring and enforcing compliance with Andorran data protection law. It may issue guidance, advise public bodies and organisations, investigate com - plaints, conduct inspections and order controllers or processors to remedy infringements. The APDA may also impose corrective measures and effective, proportionate and dissuasive administrative sanctions. Its supervisory powers do not extend to processing carried out by courts when acting in their judicial capacity. Andorra’s principal forthcoming legal development is the proposed Association Agreement with the Euro - pean Union, which remains subject to completion of the European approval process and approval by ref - erendum in Andorra. If approved, the Agreement will require the progressive incorporation of substantial parts of the EU internal- market acquis into Andorran law, subject to the adapta - tions and transitional periods negotiated for the country. This represents one of the most significant legal and institutional challenges in Andorra’s recent history and will affect numerous areas, including financial servic - es, company law, employment, consumer protection and competition. 9. Looking Forward 9.1 Upcoming Legal Reforms No definitive referendum or entry-into-force date has yet been confirmed. Nevertheless, many recent Andorran laws are already being drafted in alignment with European standards.

16 CHAMBERS.COM

ANDORRA Trends and Developments

Trends and Developments Contributed by: Oriol Giró, Laia Bertran, Yaumara Toledo and José Luis Andrés Emindset Law Firm Emindset Law Firm is a business-focused law firm with a team of over 15 and key offices in Andorra and Barcelona, providing integrated legal advice on cross-border matters. Emindset has recognised ex - pertise in commercial law, real estate, new technolo - gies and entertainment law, enabling it to address the legal, regulatory and strategic aspects of complex transactions and innovative projects. Recent high -

Authors

Yaumara Toledo is the director of the commercial law department at Emind - set Law, where she advises compa - nies and entrepreneurs on corporate transactions, M&A, commercial agreements and business structuring.

particular expertise in commercial and real estate law, including corporate transactions, contractual matters, investment structures and property devel - opment projects. He is Vice-President of the Euro - pean Lawyers Association (AEA), a member of Rotary International and a member of the Board of Directors of Anseac (Espic), a leading contact-centre company operating in Andorra and Spain. He has been recognised as CEO of the Year in Legal Advisory for Businesses in Spain.

Her practice focuses on commercial Law, new technologies and entertainment law, with additional expertise in data protection, privacy, digital law, artificial intelligence and blockchain. As a qualified data protection officer, she provides practical guidance on regulatory compliance and the legal implications of emerging technologies. Her multidis - ciplinary approach combines sound commercial judgement with a strong understanding of innova - tion, enabling her to support clients operating in rapidly evolving and technology-driven sectors. José Luis Andrés is the director of the accounting and tax department at Emindset Law and is responsible for leading the firm’s tax and accounting practice. He has extensive experience in advanced taxation, financial reporting and complex accounting matters, advising companies, investors and private clients on tax planning, regulatory compliance and business structuring. His deep knowledge of the sector enables him to provide technically rigorous, com - mercially focused advice and to identify practical solutions to sophisticated financial and tax-related issues.

Laia Bertran is the director of the corporate department at Emindset Law. She specialises in commercial and real estate law, advising compa - nies, investors and private clients on corporate governance, contractual

matters, company formations, transactions and property-related projects. Her practice is character - ised by a practical, detail-oriented approach and a strong understanding of the Andorran business environment.

17 CHAMBERS.COM

ANDORRA Trends and Developments Contributed by: Oriol Giró, Laia Bertran, Yaumara Toledo and José Luis Andrés, Emindset Law Firm

Emindset Law Firm Edifici Prat de la Creu, Bloc A, 4t 1a Carrer Prat de la Creu 59–65 AD500 Andorra la Vella Andorra Tel: +376 728 882 Email: contact@emindsetlaw.com Web: www.emindsetlaw.com

Andorra: A Small Country with an Increasingly International Outlook For many international entrepreneurs, investors and professionals, Andorra is no longer simply a moun - tain destination between Spain and France. Over the past decade, the Principality has developed into an increasingly sophisticated jurisdiction for establish - ing businesses, managing investments and relocating families. Its appeal rests on a distinctive combination of political stability, personal security, competitive taxation, high-quality public services and proximity to the main markets of Western Europe. Andorra nevertheless remains a small country with limited land, housing and administrative capacity. Its recent development has therefore created a difficult policy question: how can the country remain open to international investment without allowing growth to undermine social cohesion, access to housing or the natural environment? Recent legislation reflects this tension. The Govern - ment continues to welcome international businesses and residents, particularly where their projects create employment, technological development, economic diversification or lasting value. At the same time, for - eign investment, real estate acquisitions and immigra - tion are being examined more closely than in the past, and some barriers have been implemented. The result is a jurisdiction that remains attractive but is becoming increasingly selective. Foreign inves - tors should no longer approach Andorra merely as a low-tax destination. A successful project increas - ingly requires a credible business plan, demonstrable

economic substance and a clear understanding of the country’s administrative and regulatory expectations. Why Andorra continues to attract investors and residents Andorra’s tax system remains one of its most vis - ible advantages. Corporate income tax and personal income tax are generally capped at 10%, while the standard indirect tax, known as the Impost General Indirecte (IGI), is 4.5%. These rates compare favour - ably with those of most neighbouring European juris - dictions. Taxation, however, is only part of the picture. Andorra also offers a stable constitutional system, the euro as its official currency, a regulated financial sector and a legal system that has progressively incorporated inter - national standards on transparency, taxation, money laundering and data protection. Andorra is one of the safest countries in the world and benefits from an exceptional quality of life, a pristine natural environ - ment and strong political stability, making it a truly unique jurisdiction. The country also benefits from a customs union with the European Union for industrial products and a network of double tax treaties that has expanded its capacity to support cross-border business. For individuals and families, the practical attractions are equally important. Andorra is widely valued for its safety, natural environment, education system, health - care, sporting infrastructure and quality of life. It is geographically close to Barcelona and Toulouse while retaining the advantages of a smaller, more personal business and social environment. Andorra also has a

18 CHAMBERS.COM

Page i Page 1 Page 2 Page 3 Page 4 Page 5 Page 6 Page 7 Page 8 Page 9 Page 10 Page 11 Page 12 Page 13 Page 14 Page 15 Page 16 Page 17 Page 18 Page 19 Page 20 Page 21 Page 22 Page 23 Page 24 Page 25 Page 26 Page 27 Page 28 Page 29 Page 30 Page 31 Page 32 Page 33 Page 34 Page 35 Page 36 Page 37 Page 38 Page 39 Page 40 Page 41 Page 42 Page 43 Page 44 Page 45 Page 46 Page 47 Page 48 Page 49 Page 50 Page 51 Page 52 Page 53 Page 54 Page 55 Page 56 Page 57 Page 58 Page 59 Page 60 Page 61 Page 62 Page 63 Page 64 Page 65 Page 66 Page 67 Page 68 Page 69 Page 70 Page 71 Page 72 Page 73 Page 74 Page 75 Page 76 Page 77 Page 78 Page 79 Page 80 Page 81 Page 82 Page 83 Page 84 Page 85 Page 86 Page 87 Page 88 Page 89 Page 90 Page 91 Page 92 Page 93 Page 94 Page 95 Page 96 Page 97 Page 98 Page 99 Page 100 Page 101 Page 102 Page 103 Page 104 Page 105 Page 106 Page 107 Page 108 Page 109 Page 110 Page 111 Page 112 Page 113 Page 114 Page 115 Page 116 Page 117 Page 118 Page 119 Page 120 Page 121 Page 122 Page 123 Page 124 Page 125 Page 126 Page 127 Page 128 Page 129 Page 130 Page 131 Page 132 Page 133 Page 134 Page 135 Page 136 Page 137 Page 138 Page 139 Page 140 Page 141 Page 142 Page 143 Page 144 Page 145 Page 146 Page 147 Page 148 Page 149 Page 150 Page 151 Page 152 Page 153 Page 154 Page 155 Page 156 Page 157 Page 158 Page 159 Page 160 Page 161 Page 162 Page 163 Page 164 Page 165 Page 166 Page 167 Page 168 Page 169 Page 170 Page 171 Page 172 Page 173 Page 174 Page 175 Page 176 Page 177 Page 178 Page 179 Page 180 Page 181 Page 182 Page 183 Page 184 Page 185 Page 186 Page 187 Page 188 Page 189 Page 190 Page 191 Page 192 Page 193 Page 194 Page 195 Page 196 Page 197 Page 198 Page 199