Commercial and Corporate Law

Comprehensive legal advice for companies and entrepreneurs
At Virtus Advocats, we offer comprehensive legal advice for companies, entrepreneurs, and investors, accompanying them through all stages of the business life cycle. From company formation to liquidation, we ensure a service adapted to market evolution and current regulations, with a practical, agile, and results-oriented approach.


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COMMERCIAL AND CORPORATE ADVISORY SERVICES
COMPANY INCORPORATION
  • Company formation
  • Corporate name and trade name reservation
  • Customised drafting of bylaws
  • Obtaining the tax registration number (NRT) and registering with the Tax Agency
  • Trademark registration
  • Request for licensed professional activity
  • Processing of beneficial ownership declaration
  • Processing and registration with the Andorran Social Security System (CASS) for companies, self-employed and employees

CORPORATE MANAGEMENT AND DEVELOPMENT

  • Drafting and amendment of corporate bylaws
  • Drafting of corporate minutes and certificates
  • Foreign investment application
  • Regulatory compliance support

DEREGISTRATION, DISSOLUTION AND LIQUIDATION

  • Business deregistration
  • Dissolution, liquidation and termination of companies

CONTRACTS AND BUSINESS TRANSACTIONS

  • Negotiation and drafting of sales contracts
  • Advice on business succession planning and shareholder relationship structures


FREQUENTLY ASKED QUESTIONS

We answer all your questions

In Andorra, the main corporate forms are the Limited Liability Company (SL) and the Public Limited Company (SA):
  • Limited Liability Company (SL): Minimum share capital of €3,000.
    Ideal for small and medium-sized enterprises, family businesses, or companies with few shareholders.
  • Public Limited Company (SA): Minimum share capital of €60,000.
    More suitable for large companies, complex structures, or businesses looking to attract investors.
At Virtus Advocats, we analyse your project and help you choose the most suitable legal structure based on your business, investment, and expansion needs. We also handle the entire company formation process, from reserving the trade name to obtaining the tax registration number (NRT).

The process to set up a company in Andorra as a foreign investor includes:

  1. Corporate name and trade name reservation.
  2. Application for foreign investment authorisation before the Government of Andorra, if you hold more than 10% share.
  3. Opening of a bank account to deposit the share capital.
  4. Customised drafting of corporate bylaws.
  5. Signing of the deed of incorporation before a notary.
  6. Company registration in the Companies Registry.
  7. Obtaining the tax registration number (NRT) and registration with the Tax Agency.
  8. Commercial activity registration if business activity will be conducted.
  9. Registration with the CASS (Andorran Social Security System).
At Virtus Advocats, we guide you throughout the entire process, ensuring compliance with all legal requirements and facilitating your business setup in the country.

Principal documents required:

  • Copy of valid passport.
  • Updated criminal record certificate.
  • Documents proving the structure of the company if part of a group (registry certificates, corporate purpose, bylaws).
  • Declarations of beneficial owners.
  • Business project or activity to be carried out in Andorra.
Additionally, for companies with foreign ownership over 10%, an application for foreign investment authorisation is required.
At Virtus Advocats, we handle the preparation, review, and processing of all documentation to ensure a smooth and hassle-free process.

We offer a comprehensive 360° service that combines company formation with the processing of your active residence permit (as a self-employed individual):
  • Advice on the most suitable type of residence (active, passive, other permits).
  • Preparation of immigration and corporate documentation.
  • Submission of applications to the Department of Immigration.
  • Management of registrations with the CASS (Social Security).
  • Ongoing support for renewals and subsequent modifications.
Our goal is to allow you to focus on your business or investment while we handle the entire legal and administrative framework necessary for your residence and entrepreneurial activity in Andorra.

If you decide to cease your company’s activities, we assist you throughout the entire legal process. Dissolution may occur by agreement of the general meeting, upon expiration of the term, impossibility of achieving the corporate purpose, or serious losses. Once dissolved, a liquidation period begins with the appointment of liquidators. Assets and liabilities must be inventoried and liquidated. Finally, a public deed of extinction is executed and the deregistration is entered in the Companies Registry.

The legal closing process includes:

  • Commercial deregistration with the Government of Andorra.
  • Dissolution of the company by shareholders’ agreement.
  • Liquidation of assets and liabilities.
  • Deregistration of the company in the Companies Registry.
  • Fulfillment of any outstanding tax obligations: corporate income tax, VAT (IGI), Social Security contributions, among others.
At Virtus Advocats, we ensure that the dissolution is carried out in accordance with current regulations, avoiding future liabilities and properly closing all of the company’s legal, accounting, and tax obligations.

Get in touch with us

If you have any questions, need legal advice, or want to schedule a consultation, don’t hesitate to contact us. Our team of experts is ready to meet your legal needs in a professional and personalised manner.
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