ANDORRA Law and Practice Contributed by: Miguel Cases and Laura Nieto, Cases & Lacambra
The authorisation process for setting up a bank - ing entity in Andorra is governed by Law 35/2010. The submission form must be addressed to the AFA, along with the following documentation. • The specific features of the banking entity’s activity – ie, draft by-laws, the basic pro - gramme of activities, a specific statement on the foreseeable activities related to the promotion of the economy at a country level and a specific statement on the prospective provision of activities related to the spon - sorship and patronage of educational and cultural activities in Andorra. • The identification of the shareholders – if they are legal persons, information on the govern - ing bodies must be provided, along with the annual financial statements and audit reports for the last three years, an affidavit on the contributions made by the shareholders to comply with the requirements established by the legislation on anti-money laundering and terrorism financing, the curriculum vitae of shareholders and the members of the govern - ing bodies, and a code of conduct. • The banking entity’s structural, technical and economic forecast, including: (a) a description of the technical means, organisational and human resources; (b) a detailed description of the activities that are intended to be undertaken within An - dorra and those that are to be outsourced abroad; (c) a generic description of the measures that are planned to be implemented to ensure adequate internal control of the procedures; (d) the location of the premises and fore - casts regarding the establishment of subsidiaries, branches and offices; (e) the recruitment forecasts for staff during the first three years, indicating qualifica -
tion levels; and (f) balance sheets and profit and loss state - ments for the first three years. • Evidence of having paid a deposit of EUR3 million to the AFA – note that this amount shall be returned to the applicant within 20 working days of the rejection of the applica - tion, or within 20 working days from the start of the business activity if the application is authorised. Upon submitting this documentation, the AFA has a maximum of six months to notify its deci - sion. According to Technical Communication 1/2024 issued by the AFA, the submission fee for setting up a banking entity in Andorra is EUR35,868, and the annual supervision fee shall vary accord - ing to the banking entity’s balance sheet, with a maximum fee of EUR244,721. Branches are not allowed. For the provision of financial and investment services, a licence issued by the AFA is required (no EU passport). 3. Changes in Control 3.1 Requirements for Acquiring or Increasing Control Over a Bank Changes in the shareholding of a banking entity are subject to prior authorisation from and later registration with the AFA when such changes imply the following: • that any of the shareholders obtains or acquires a qualified participation; • regardless of the relevant participation, that any of the shareholders obtains representa - tion on the management body of the entity;
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