Best Investment & Business Structuring Lawyers in Andorra la Vella

1. About Investment & Business Structuring Law in Andorra la Vella, Andorra

Investment and business structuring law in Andorra la Vella governs how companies are formed, reorganized, and funded. It covers the creation of corporate entities, governance rules, capital requirements, and cross border structuring. Practitioners also counsel on substance requirements, licensing, and compliance with anti money laundering standards.

The two most common corporate forms in Andorra are the Societat Anonima (SA) and the Societat de Responsabilitat Limitada (SRL). Each form has distinct governance structures, capital needs, and reporting obligations. Lawyers help clients choose the right structure based on ownership, management control, and tax considerations. For precise provisions, consult the Andorran statutes and the official registries when forming a new entity.

Key administrative steps include registration with the Registre de Societats Mercantils, drafting articles of association, and ensuring compliance with annual accounting and audit requirements. Local counsel is essential to align corporate structuring with Andorra la Vella’s regulatory environment and cross border considerations. Recent reforms have also focused on transparency and compliance standards for international investors.

2. Why You May Need a Lawyer

• Setting up a new Andorran company - You need guidance on choosing between SA and SRL, drafting articles of association, and meeting local capital and address requirements. A lawyer coordinates with notaries and the Registre de Societats Mercantils to ensure clean registration.
• Structuring a cross border group for tax efficiency - If you plan a holding company in Andorra to own activities in Spain or France, counsel can design a compliant group with clear inter company agreements and transfer pricing policies.
• Restructuring an existing business - Mergers, demergers, or significant share transfers require careful drafting of merger agreements, reconstituted capital, and notification to the registry and tax authorities.
• Compliance with AML and KYC rules - Andorra enforces controls to prevent money laundering and terrorism financing; counsel helps implement risk based policies, customer due diligence, and reporting procedures.
• Substance and governance requirements for tax purposes - Your structure may need real management and control within Andorra; a lawyer helps assess board presence, fiduciary arrangements, and documentation.
• Licensing and sector specific approvals - If you operate in regulated sectors (finance, gaming, or real estate), specialized licenses require tailored corporate and compliance arrangements.

3. Local Laws Overview

Andorra regulates investment and business structuring primarily through laws governing commercial entities and corporate activity. Two core frameworks are the Llei de Societats Mercantils (Commercial Companies Law) and the Codi de Comerç (Commercial Code). These establish entity formation, governance, annual accounts, and disclosure obligations. Recent updates have reinforced transparency and cross border compliance for foreign investors.

The Impost sobre la Renda de les Persones Jurídiques (Corporate Income Tax) regime sets the taxation framework for Andorra based entities and their Andorra sourced income. Tax planning and inter group pricing must align with statutory requirements and reporting standards. For precise text and date of amendments, refer to the official Andorra sources and global economic analyses.

Andorra has strengthened corporate transparency and AML controls in recent years to align with international expectations.

For high level context on Andorra's investment climate and regulatory shifts, see international sources such as IMF and World Bank analyses. These organisations provide globally comparable assessments while noting Andorra's small, service oriented economy and evolving regulatory framework. IMF Andorra and World Bank Andorra offer overviews of macro policy, stability, and business environment considerations.

4. Frequently Asked Questions

What is the difference between SA and SRL in Andorra la Vella?

The SA (Societat Anonima) is a joint stock company with shareholders and a board, suitable for larger operations. The SRL (Societat de Responsabilitat Limitada) is a limited liability company with more flexible governance and typically lower capital requirements. Both require local registration and annual accounts.

How do I start a company in Andorra la Vella?

Begin with choosing the entity form, draft articles of association, and appoint directors. Then file with the Registre de Societats Mercantils and obtain any sector specific licenses. A local attorney coordinates notarization and registry filings to ensure compliance.

Do I need local directors for an Andorran company?

Most entity forms require at least one locally resident director or appointed local representative. Your lawyer can structure the board composition to satisfy regulatory requirements while preserving ownership control. Offshore style arrangements may be restricted by local law.

How long does company registration take in Andorra la Vella?

Typical registration timelines range from two to six weeks, depending on document readiness and sector licensing needs. Delays can occur if due diligence or capital verification takes longer. An experienced lawyer helps coordinate steps to minimize timing issues.

What is the corporate income tax regime for Andorra businesses?

Andorra applies a corporate income tax on profits sourced in Andorra, with rates and exemptions defined by law. Planning should consider inter company transactions, residency, and substance requirements. Always verify current rates with a qualified tax advisor.

Can a foreign investor own 100 percent of an Andorra company?

Foreign ownership is generally permitted, but equity structures and governance may require local registration steps and compliance with AML/CTF rules. A lawyer helps ensure ownership aligns with regulatory expectations and financing arrangements.

What AML and KYC obligations apply to Andorra businesses?

Andorra imposes customer due diligence, ongoing monitoring, and suspicious activity reporting. Financial and professional services firms must implement risk based policies and training. Counsel can tailor a compliant compliance program for your business model.

Do I need a work permit to run a business in Andorra la Vella?

Non residents may require a work permit or residency authorization to manage or operate a business in Andorra. A lawyer can guide you through the regulatory steps, visa requirements, and any local employment obligations.

What are the main formation costs for an Andorra company?

Costs include notary and registry fees, avocat fees, initial capital, and potential licensing charges. A clear budget helps avoid surprises, and a local lawyer can provide a precise fee estimate based on your structure.

How are annual accounts filed in Andorra la Vella?

Companies must prepare annual accounts and submit them to the Registre de Societats Mercantils. Auditing may be required for larger entities. Your attorney or auditor can coordinate the filing and ensure compliance with reporting deadlines.

Do I need to demonstrate substance for tax purposes in Andorra?

Yes, some entities must demonstrate genuine management and substance within Andorra for tax or regulatory reasons. A lawyer can help design governance, meetings, and operations that satisfy requirements.

What is the typical timeline for share transfers in Andorra?

Share transfers require due diligence, consent by shareholders, and registry notification. Timelines vary by complexity and the need for third party consents. A lawyer coordinates drafting and filing to minimize risks of delay.

5. Additional Resources

• World Bank - Andorra country profile - Provides macroeconomic context, investment climate indicators, and governance metrics relevant to business structuring.
• IMF - Andorra country page - Oversees macroeconomic stability, policy notes, and structural reform discussions that affect corporate planning.
• OECD - Andorra country page - Summarises regulatory reforms and international compliance expectations affecting investment and business activity.

6. Next Steps

1. Define goals and choose entity type - Clarify whether you need an SA or SRL based on ownership, control, and funding plans. Do this before engaging counsel to streamline discussions.
2. Collect key documents - Prepare proof of identity, address, corporate documents, and any required licenses. Early preparation speeds up registration and licensing.
3. Consult a local investment and corporate attorney - Engage a lawyer with Andorra la Vella experience to advise on structure, tax implications, and regulatory obligations.
4. Draft and file formation documents - Your solicitor coordinates articles of association, director appointments, and registry filings with the Registre de Societats Mercantils.
5. Set up governance and compliance systems - Implement AML/CTF policies, KYC procedures, and internal controls from day one.
6. Arrange tax and substance planning - Align ownership, management presence, and inter company arrangements with tax rules and reporting needs.
7. Plan an ongoing review schedule - Schedule annual meetings, financial audits, and regulatory updates to stay compliant and adaptive.