Limited Liability Company Registration in Andorra

It must not contain sensitive words that are prohibited by legislation or names that have offensive nature or imply illegal activity. The wording: “Assurance”, “Bank”, “Insurance”, “Municipal” and similar words are the subjects for the licensing. There is also a prohibition in using words implying patronage of Andorra’s government or department or the government and the bodies of any other country.

The company’s name must not be very similar to existing names on the registrar and it must not contain improper or objectionable words. It must contain the abbreviation: “S.L.” which means limited liability.

An Andorra S.L (LLC) is required to have a registered office address in Andorra.

One director is the minimum required. There is no requirement for them to be locals and there is no requirement regarding the frequency of board meetings, however such meetings should be held in Andorra.

The directors’ details are registered on the record that should be stored at the registered office and this information is accessible to the public.

The appointment of a secretary is mandatory. The post of the secretary can be occupied by the director.

Two shareholders are the minimum required. There is no requirement for them to be locals and corporate entities can be appointed as shareholders. The shareholders’ meeting should be conducted on an annual basis – once a year. The place of such meetings should be resided in Andorra. The director and the shareholder can be the same person.

The shareholders’ details are registered on the public record.

The beneficial owners’ details are registered on the governmental record and are known by the authorities.

The owners of the S.L (LLC) are free to determine any amount as the authorized capital at incorporation, but it should not be less than EUR 3,000. The share capital can be de-nominated in any currency, though the EURO is mostly preferred, and the amount of EUR 10,000 is suggested. The authorised capital is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders in exchange of shares issued.

An Andorra S.L may have registered shares, with or without par value, with or without voting rights, preferential or common. Bearer shares are not permitted.

The authorized capital should be fully paid up at the moment of the incorporation.

An S.L (LLC) Company in Andorra can be incorporated within 1-3 months.

Ready-made but unused S.L (LLC) companies are not available in Andorra.

Andorra’s S.L (LLC) Company must meet specific physical presence requirements and conduct its main activities which generate income, inside Andorra. This means that the management and control of the S.L (LLC) Company must be in Andorra, thus, the company must have enough premises, amount of expenditures and employees within the jurisdiction, based on its business activity and size.

The existence of such requirements makes Andorra, fully compliant with the EU and international requirements and standards and it allows it to maintain clear financial reputation.

Andorra’s S.L (LLC) Company must prepare and store in Andorra its accounting records about its assets and liabilities to reflect accurately the financial situation for the last six years. The requirements regarding the audit are dependent on the turnover of the company. The annual revenue should be filed to the authorities as well.

The corporate tax rate is 10% but depending on the type of activity it can be reduced up to 2%. Capital or income taxation is based on the same principles. Dividends that are paid to the company from abroad are tax exempt. Also, Andorra has the lowest VAT rate – 4.5%, in Europe. The interest rate that is paid from the company to non-residents is not taxed, but the tax rate on royalties to non-residents is 5%.