ANDORRA Law and Practice Contributed by: Elena Redondo, Albert Hinojosa and Marc Ambrós, Cases & Lacambra
into shares ( accions ) and whose general legal regime is determined by corporate regulations applicable to public limited ( societat anòni- ma ), with specific regulatory requirements. Its government and management may be per - formed by a management company ( societat gestora ) if provided for by the SICAV’s articles of association. • Real estate fund – a collective investment scheme whose assets are governed and managed by a management company ( soci- etat gestora ) and held in custody by a custo - dian ( societat dipositària ). Their relationship is governed under a written agreement the legal content of which is legally determined. SICAVs and real estate funds are subject to Corporate Income Tax at a nominal rate of 0%. Although, it should be noted that the CFC rules may apply if the taxpayer, whether by itself or jointly with certain related persons or entities, holds 50% or more of the share capital, equity, voting rights or results of the Andorran collective investment scheme. 5.3 REITs No details have been provided for this jurisdic - tion. 5.4 Minimum Capital Requirement The minimum capital required to set up each type of entity used to invest in real estate in Andorra is as follows: • Andorran limited liability company ( societat limitada ) – EUR3,000 fully paid upon incorpo - ration; • Andorran public limited company ( societat anònima ) – EUR60,000 fully paid upon incor - poration;
• Andorran self-managed SICAV – EUR300,000, with a minimum of 10% of such estate disbursed upon incorporation; • Andorran SICAV managed by an Andorran management company – EUR1.25 million with a minimum of 10% of such estate disbursed upon incorporation; and • Andorran real estate fund – EUR6 million, and a minimum of 10% of such estate must be disbursed on the date of incorporation. 5.5 Applicable Governance Requirements Governance requirements for a limited liability company ( societat limitada ) and a public limited company ( societat anònima ) are quite flexible and allow their setting up and organisation main - ly on a shareholder’s consensus basis (through the articles of association) and, residually, on an imperative basis determined by provisions of Act 20/2007, 18 October, on limited liability compa - nies and public limited companies. Shareholders must determine the structure and the scope of the board of directors’ representation powers in the articles of association prior to the incorpora - tion by means of granting a public deed before a notary public. In synthesis, the governing body may take the form of: • a sole director; • two or more directors acting jointly; • two or more directors acting jointly and sever - ally; or • a board of directors. Governance requirements for SICAVs and real estate funds differ from mercantile companies due to their condition as regulated entities. Gov - ernance requirements applicable to collective investment schemes are provided for in:
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