Dissolving a Company in Andorra: Procedure, Liquidation and Tax

The steps

1. Decision to dissolve by the partners.
2. Appointment of a liquidator.
3. Realisation of assets and payment of debts.
4. Distribution of the balance.
5. Deregistration from the register.

To prepare

• Closing of the accounts and filings.
• Termination of contracts and of employees.
• Closing of bank accounts.

Impact on residency

If your residency depends on the company's activity, dissolution may affect it. See active residency for the self-employed and gestoria.

Grounds for dissolution (companies law)

A company is dissolved by operation of law in particular if its intended term has expired, if its capital must fall below the legal minimum without being regularised, or if its assets are liquidated in collective proceedings. The general meeting may also decide on dissolution at any time, and must do so in certain cases: end of the activity that forms its purpose, impossibility of achieving its purpose, paralysis of the corporate bodies, or equity below 50 %verified on 12/10/2026 of the share capital without a remedy.

The deadlines that matter

Liquidation, step by step

1. Opening: the company remains a legal entity and adds "in liquidation" to its name; a notice is published in the official gazette.
2. Liquidators: these are the directors, unless the articles provide otherwise. If no balance sheet is presented after 3 yearsverified on 12/10/2026, any interested party may ask for their replacement.
3. Inventory and dissolution balance sheet, approved by the meeting.
4. Realisation of assets and payment of creditors; the partners' share is paid only after the creditors or against a guarantee.
5. Final balance sheet approved by the meeting, open to challenge for 2 monthsverified on 12/10/2026.
6. Public deed of extinction before a notary, sent to the register within 15 daysverified on 12/10/2026.
7. Deregistration: the company loses its legal personality upon registration of the deed.

To prepare on the tax and social side

Closing accounts and filings, employees, contracts and bank accounts. See accounting and gestoria and corporate income tax.

The risk of leaving a company dormant

An inactive company that no longer files its accounts risks a public notation in the register; in 2026 the government put forward a bill for the administrative dissolution of inactive companies: it is better to liquidate properly.