Published on and written by Cyril Jarnias
Launching a company in Andorra is not just about depositing €3,000 in capital or signing a few papers at the notary. The path is well-marked, highly regulated, and the Andorran administration – as well as the local banks – require clean, consistent, and perfectly documented files. This 20-point checklist provides a concrete review of everything you need to check before hitting the “incorporation” button.
Understanding the framework: what “opening a company in Andorra” really means
Before even checking a single box, it is essential to know what you get – and what you do not get – by creating a company in Andorra. Incorporating a company does not automatically grant Andorran tax residency, nor an automatic right of residence. You first create an Andorran legal entity, with a mandatory registered office in the country, a local bank account, and a genuine economic anchor.
A company is considered resident in Andorra if it is incorporated under Andorran law, has its registered office in the country, or effectively manages its operations there. A single criterion suffices, but in practice the authorities require a real economic link with an activity managed from the Principality.
The tax regime is attractive – corporate income tax at 10% in principle, IGI (local VAT) standard rate at 4.5%, generally low social security contributions – but this framework comes with a clear requirement for substance and transparency. That logic underlies nearly all of the 20 points in this checklist.
Any non-resident foreigner who wishes to hold more than 10% of the capital of an Andorran company must obtain a foreign investment authorization from the government. This requirement applies to both new creation projects and taking a stake in an already existing company.
Before starting the process, you must therefore determine precisely:
The percentage of capital held by you and your foreign co-investors, the ownership structure (individual, holding company, or other foreign entities), and any exceeding of the 10% threshold triggering the authorization procedure are key elements to consider.
The Andorran government has increased its scrutiny of projects that do not bring real added value to the country. Authorization may be subject to conditions, or even refused if the project appears insufficiently serious, undercapitalized, or disconnected from the local economy. Incorporating this dimension from the start avoids building a theoretical business plan that will be dismissed at the authorization stage.
2. Obtain a NIA: the key to entering the Andorran administration
Before being able to take any administrative step, every individual or legal entity must have a NIA (Número d’Identificació Administrativa). Without a NIA, it is impossible to reserve the company name, file a foreign investment application, or communicate officially with public services.
Before any steps, apply for an identification number from the administration. Provide at least a copy of your passport or ID card and a proof of address. The procedure is quick (48 hours in theory) but mandatory: it is the first step to complete, even before drafting the articles of association.
3. Set up your electronic certificate and digital signature
Andorra has moved to an e-government approach. To access the State’s online portal (Seu Electrònica) and submit key forms – notably via the e‑tramits.ad platform – the individual electronic signature has become mandatory.
Since the end of the old MIL identifier system, this digital certificate is the only way to submit online:
– The request to reserve the company name.
– The foreign investment authorization file.
– Various activity-related declarations.
Anticipating this technical step is crucial, because without an electronic signature, even a perfectly prepared file will remain blocked.
4. Choose the company form (SL, SA, SLU, etc.) and the level of capital
The vast majority of entrepreneurs opt for the Societat Limitada (SL), a limited liability company form, for which the minimum statutory capital is €3,000. There is also the Societat Anònima (SA), more suited to large structures, requiring €60,000 of minimum capital fully paid up at incorporation.
Legal forms include SLU/SAU (single-member company), general partnership (personal liability of partners), and SLS/SAS statutes for start‑ups (digital economy law). In all cases, the capital must be fully paid in upon incorporation into an Andorran bank account.
A particular point arises for the SL: some texts mention the theoretical possibility of capital below €3,000, with founders’ liability persisting until that threshold is reached. In practice, the vast majority of structures remain at the classic minimum of €3,000 to avoid this sword of Damocles.
| Company form | Minimum legal capital | Capital to be paid up at creation | Initial registration fees* | Annual fee* (without commercial license) |
|---|---|---|---|---|
| Societat Limitada (SL) | €3,000 | 100% | €1,016.67 | €851.00 |
| Societat Anònima (SA) | €60,000 | 100% | €1,480.54 | €935.50 |
| Societat Limitada Unipersonal (SLU) | €3,000 | 100% | similar to SL | similar to SL |
Amounts derived from the provided texts, excluding possible costs for commercial licenses, fees, and ancillary services.
5. Clearly define the activity and economic substance
The Andorran authorities, as well as the banks, examine very closely the reality of the projected activity. The creation file must present a credible business model, an estimated volume of activity, and a location consistent with the corporate purpose.
A ‘feasibility study’ is expected: description of the activity (consulting, e‑commerce, financial services, industrial activity, etc.), type of clientele (local, international), projected volume, places of business, staffing needs. For certain innovative activities, start‑up status may be considered, with registration in the specific register and presentation of a technology or digital business plan.
This dimension is not cosmetic. It determines:
– The government’s opinion on foreign investment.
– The opening of the bank account.
– Consistency with possible tax residency criteria (substance, effective management).
6. Reserve the company name with the Company Registry
Reserving the company name is the first purely “corporate” formality. It is done via a form addressed to the Company Registry, often through the e‑tramits portal. You can propose up to three names in order of preference.
A few points to check:
The cost of the reservation certificate is 5.69 euros.
It is therefore essential to ensure the project will be completed within this six-month period, otherwise the reservation will expire and the procedure must be restarted.
Table – Key data on name reservation
| Element | Detail |
|---|---|
| Competent authority | Registre de Societats (Government of Andorra) |
| Number of names proposed | Up to 3, in order of preference |
| Indicative response time | 5 to 10 business days (according to sources) |
| Official cost | €5.69 |
| Validity period of the certificate | 6 months |
7. Prepare criminal record extracts and personal documents
The key piece of the foreign investment file is the criminal record. The authorities require apostilled certificates of good conduct, generally dated less than three months old. And the rigor is high:
– A certificate from the country of birth.
– A certificate from the country of nationality if different.
– Sometimes a third certificate from the current country of residence.
For legal entity shareholders, provide apostilled articles of association, certificates of incorporation, registers of directors, proof of registered address, and recent financial documents (annual accounts, bank statements over several months). The passport of natural persons must be apostilled or certified by an Andorran notary.
These requirements apply to both the foreign investment authorization, the bank account opening, and the incorporation itself. Therefore, you must anticipate the risk of document expiry (three months for criminal records in most sources) and plan requests accordingly.
8. Build a solid business plan and a source of funds file
Andorra has implemented a robust anti‑money laundering (AML/CFT) framework, compliant with FATF standards and EU directives. As a result, both the government and banks require precise documentation on:
List of documents needed to validate the file
Detailed CVs of shareholders and directors
Economic logic of the project including business plan, 3-year projections, target markets and contracts
Justification of the origin of invested capital: income, sale, inheritance, savings
Prior tax returns and certificates of no tax debt
Banks typically request between six months and one year of banking history, sometimes more, and proof of the source of funds over one to three years. The administration, for its part, wants to ensure that the investment is not merely a shell without real activity or genuine funding.
Once the NIA has been obtained, the name reserved, and the legal and financial file completed, comes the crucial step of applying for foreign investment authorization for any non‑resident who will exceed 10% of the capital.
The application is now submitted electronically via the e‑tramits platform. It notably includes:
– Passports (apostilled or certified).
– Apostilled criminal records.
– The business plan.
– Proof of source of funds.
– Various tax and bank documents.
Official timelines for foreign investments vary by source: 10 to 15 business days, 30 to 40 calendar days, or up to one and a half months during peak activity. The legal framework provides for up to two months renewable by one month, with a ‘negative silence’: no response within the legal period equals a refusal.
This step is generally the longest in the entire process. An authorization granted may be subject to conditions (start of activity within a certain timeframe, minimum volume, job creation, etc.), and the company will then have to comply with monitoring obligations.
10. Choose an Andorran bank and prepare the KYC file
Three major banks dominate the Andorran scene: Andbank, MoraBanc, and Creand. All apply strict compliance policies and require total transparency on clients and flows.
Before requesting the opening of a business account, it is essential to:
Follow these key steps to maximize your chances of obtaining a bank account in Andorra
Analyze fees, services offered, international opening, and e‑banking features before choosing your institution.
Gather the projected articles of association, a detailed business plan, CVs of directors, and all required KYC documents.
Be ready to present your planned activity in Andorra and abroad, the typology of clients, and expected financial flows.
Account opening can take between one week and one month depending on the quality of the file and the volume of follow-up questions from the bank. A pre‑authorization is often granted before the actual deposit of the share capital.
Table – Documents often required by Andorran banks
| Type of document | Concrete examples |
|---|---|
| Identification | Passport of shareholders and directors |
| Address | Utility bill, recent bank statement, official certificate |
| Tax compliance | Latest tax returns, certificates of no tax debt |
| Banking situation | Account statements for 6 to 12 months, sometimes more |
| Source of funds | Business sale contract, salary certificates, inheritance |
| Business project | Business plan, 3-year budget forecast, contracts/LOIs |
| Ownership structure | Organizational chart, shareholder registers, beneficial owner forms |
| CVs of directors | Detailed professional background, sector experience |
Opening the business account is one of the most sensitive steps. Without an account, no capital deposit. Without capital, no company. Without a company, no NRT, no commercial license, and so on.
The minimum capital required to open an account in ‘share capital’ mode is €3,000 for an SL.
The times mentioned for account opening range from one week to four weeks. The quality of the initial file and the clarity of explanations on the source of funds play a key role.
12. Draft the articles of association in Catalan and prepare the deed of incorporation
The articles of association must be written in Catalan and comply with Andorran law. They specify notably:
The articles must include the company form (SL, SA, SLU), the reserved name, the corporate purpose, the registered office address in Andorra, the amount of capital with the distribution of shares or units, the management body (sole director or board of directors), the rules for general meetings, and the procedures for transferring securities.
A local firm or a “gestoria” usually assists with this drafting, to incorporate all legal requirements and any specific features (shareholder agreements, exit clauses, special rights, etc.). Once finalized, the draft is sent to the notary for the signing of the deed of incorporation.
13. Sign the notarial deed of incorporation
The incorporation itself is done by a public deed before an Andorran notary. During this meeting, the founder or their representative with a power of attorney signs the deed of incorporation, based on:
– The name reservation certificate.
– The bank certificate of capital deposit.
– The articles of association in Catalan.
– The foreign investment authorization (if applicable).
– Identity documents and KYC.
At this stage, the bank may, in practice, have opened a “blocked funds” account for the share capital, which will then be converted into a current business account once the registration is recorded in the registry.
The notarial deed alone does not confer legal existence on the company. It is the registration with the Company Registry that truly makes it “alive” from a legal standpoint.
14. Obtain registration with the Company Registry and the company card
Upon signing, the notary directly transmits the complete file to the Registre de Societats Mercantils. The administration usually takes 10 to 15 business days, sometimes up to 20 days depending on the texts, to finalize the registration.
At the end of this step:
Once the company is incorporated, it acquires legal personality, a company card (equivalent to a registration certificate) is issued, and the structure is recognized as an Andorran entity.
This card will be used for subsequent steps, notably tax registration and commercial license applications.
A newly registered Andorran company must be registered with the Departament de Tributs i de Fronteres, the tax administration. This registration allows obtaining an NRT, a tax identifier comparable to the French SIRET number.
To obtain this NRT, you must submit:
List of supporting documents needed to finalize your company registration.
Provide a certified copy of the company’s constitutive act.
Attach the identification card issued by the Company Registry.
Complete and sign the official census declaration form.
Provide a declaration attesting to the exact address of the registered office.
Indicate bank details for any potential direct debits.
The NRT is essential for:
– Declaring and paying corporate income tax (IS).
– Declaring IGI (Andorran VAT).
– Issuing compliant invoices.
Declarations are submitted online, and the frequency of IGI return filing then depends on the annual turnover (monthly, quarterly, or semi-annually).
Table – IGI (equivalent to VAT): main rates and frequencies
| Element | Detail |
|---|---|
| Standard IGI rate | 4.5% |
| Reduced rate 1% | Food products, medicines, books |
| Reduced rate 2.5% | Culture, hotels, restaurants |
| High rate 9.5% | Financial services |
| Rate 0% | Exempt operations |
| Frequency < €250,000 turnover | Semi-annual returns |
| €250,000 – €3,600,000 turnover | Quarterly returns |
| > €3,600,000 turnover | Monthly returns |
16. Ensure a real registered office suited to the activity
Every Andorran company must have a registered office on the territory. This can be:
– A dedicated office.
– A commercial premises.
– A coworking space.
– In some cases, the director’s home, if the owner authorizes it and the parish accepts it.
This address is registered with the Company Registry and the tax administration. To obtain the commercial opening license, you must prove that the premises are suitable for the declared activity in terms of size, use, safety, and accessibility.
The notion of economic substance crystallizes here: a simple postal domiciliation service far from any real activity no longer meets the spirit of the Andorran framework, especially if you aim for tax residency of the entity or its directors.
17. Obtain the commercial license (Obertura de Comerç) from the “comú”
To legally invoice its clients, an Andorran company carrying out a commercial, industrial, or service activity must obtain a commercial opening license – the Obertura de Comerç – issued by the comú (the parish council of the registered office).
This procedure aims to verify:
– The compliance of the premises with the declared use.
– Compliance with safety and urban planning standards.
– The suitability of the activity to local regulations.
Before the application, the company must be registered with an NRT, a clear activity and address. The processing time is approximately 60 to 70 days after filing a complete file.
In parallel, you must also reserve a trade name with the competent registry (distinct from the company name), again with the possibility of proposing several variants.
In Andorra, the director of a company is generally treated as a self-employed worker with the Caixa Andorrana de Seguretat Social (CASS). They must register as an affiliate within the first three days of starting activity, under penalty of automatic registration by the body.
Registration involves: the commitment of participants to comply with the rules and conditions established for participation in the proposed activity or event.
List of supporting documents required for company formation
Mandatory submission of the copy of the natural persons register number (NRT).
Certificates of registration with the trade and company registries.
Valid identity documents of all directors.
A copy of the signed articles of association, compliant with regulations.
Andorran social security contributions are among the lowest in Europe, with an overall rate of around 22% of gross salary for employees (approximately 15.5% paid by the employer, 6.5% by the employee) and a flat-rate scheme for self-employed persons. CASS covers health and retirement, among other things.
19. Integrate tax obligations (IS, IGI, OSS for EU sales)
Andorran corporate income tax is set at 10% of taxable profit. Some cases may benefit from a reduced rate, for example for new companies under certain conditions or for specific international activities, as well as participation exemption regimes on dividends from subsidiaries.
IGI (Andorran VAT) applies at 4.5% on most transactions, with simplified schemes below certain thresholds. For digital services or B2C e‑commerce in the EU, an Andorran company must register via the non‑Union OSS scheme in a Member State, file a quarterly return, and apply the VAT rates of the countries of consumption.
Obligations include:
– Maintaining accounts in accordance with the Andorran accounting plan.
– Retaining issued and received invoices.
– Regular filing of IGI returns.
– Annual corporate income tax return.
– Where applicable, OSS returns in the EU.
20. Check overall consistency: governance, residency, AML/KYC compliance
Last point, but far from incidental: the consistency of the whole. The Andorran authorities, banks, and potentially foreign tax administrations scrutinize closely:
– The company’s governance (resident or non-resident director, boards of directors, effective powers).
– Physical presence (days spent in Andorra, offices, employees, clients).
– Compliance with AML/KYC rules (beneficial owners, updating registers, reporting changes to UIFAND).
– Compliance with international transparency rules (automatic exchange of information, substance, transfer pricing).
To obtain personal tax residency in Andorra, you notably need: presence of more than 183 days per year, center of economic interests on site, schooling of children. Holding at least 34% of the capital of an Andorran company gives access to certain residency categories (active or passive), provided you comply with investment obligations, a guarantee deposit with the financial authority, and minimum stay in the country.
Ensuring that all these pieces fit together coherently – from business plan to personal life project – is the best guarantee that your company in Andorra will not only be created, but also sustainable, defensible, and fully compliant.
As a summary: turning the checklist into a roadmap
Taken one by one, these 20 points may give the impression of a complex administrative path. Placed in chronological order, they actually outline a fairly logical roadmap:
Here is a summary of the 20 essential steps to create a company in Andorra: qualify as a foreign investor, obtain a NIA and an electronic signature, develop a business project, reserve the name, gather documents (criminal records, apostilled passports, CVs, tax and bank proofs), build a detailed business plan, file the investment application, choose an Andorran bank with a KYC file, open the account and deposit the capital, draft articles of association in Catalan, sign before a notary, register the company with the Registre de Societats, apply for the NRT, lease a real registered office, obtain a commercial opening license, register with CASS, set up accounting and IGI, manage OSS for the EU, organize compliant governance, and prepare the tax residency strategy.
By following this framework and checking each point rigorously, creating a company in Andorra becomes a controlled project, aligned with local and international requirements, and ready to operate over the long term.
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Cyril Jarnias is an independent expert in international wealth management with over 20 years of experience. As an expatriate himself, he is dedicated to helping individuals and business leaders build, protect, and pass on their wealth with complete peace of mind.
On his website, cyriljarnias.com, he shares his expertise on international real estate, offshore company formation, and expatriation.
Thanks to his expertise, he offers sound advice to optimize his clients' wealth management. Cyril Jarnias is also recognized for his appearances in many prestigious media outlets such as BFM Business, les Français de l’étranger, Le Figaro, Les Echos, and Mieux vivre votre argent, where he shares his knowledge and know-how in wealth management.
