Buying a company in Andorra: share transfer, notarial deed, foreign authorisation and checks
- Updated on
- La rédaction
The short answer
The transfer of shares in an Andorran company is made by notarial deed, with a copy sent to the register within 15 days, and entry in the register of members. A non-resident buyer exceeding 10 % must obtain a foreign investment authorisation.
The rules of the companies law
| Point | Rule |
|---|---|
| Form | Public deed before an Andorran notary |
| Register | The notary sends a copy to the companies register within 15 daysverified on 14/10/2026 |
| Register of members | The directors enter the buyer on request; the company recognises as a member only the person who is registered |
| Restrictions in the articles | The articles may limit free transfer, without making the shares practically untransferable; transfers between spouses, members of stable unions and relatives up to the fourth degree may be regulated |
| Breach of a restriction | The buyer does not obtain the status of member |
| Own shares | A company may acquire its own shares up to an absolute limit of 10 %verified on 14/10/2026 of the capital, with the authorisation of the general meeting |
Foreign investment authorisation
The acquisition of more than 10 %verified on 09/10/2026 of the capital of an Andorran company by a non-resident or a recent resident requires prior authorisation: decision within 2 monthsverified on 09/10/2026, extendable by 1 monthsverified on 09/10/2026, with silence amounting to refusal. See setting up a company without living there. Make it a condition precedent of the purchase agreement.
Checks before signing
- The accounts: drawn up and filed on time, audited if the thresholds are crossed: see accounting and gestoria.
- The register of members and the articles: restrictions on transfer, special rights.
- Activity authorisations: communal and government licence, regulated profession, approval: see regulated professions.
- Employees and contracts: applicable employment law: see employment law.
- Debts, taxes and disputes: corporate income tax, IGI, CASS.
- Real estate assets: if the company is mainly a property company, the transfer is taxed as a real estate capital gain: see selling the shares of a property company.
Guarantees in the contract
Seller's representations and warranties, price mechanism, escrow or staged payment, non-compete clause, conditions precedent (foreign authorisation, bank account, licences).
And residency?
Buying a company can serve as the basis for self-employed residency, subject to conditions of shareholding (more than 34 %verified on 12/10/2026), management role and payment: see self-employed residency. The bank examines the activity and the origin of funds: see company account.
Work out your own case
Free simulators, built on the official values of this page.
- Can I buy in Andorra? Non-resident purchase limit checkerHomes, parking spaces, annexes: does your project stay within the caps?Open
- Purchase tax simulator for a non-residentForeign investment tax based on your situation.Open
- Cost of an employee and corporate tax in Andorra: calculatorEmployer contributions, net pay before tax and a company's corporate tax.Open
Frequently asked questions
How do you transfer the shares of an Andorran SL?
By public deed before an Andorran notary, with a copy sent to the companies register within 15 days and entry of the buyer in the register of members.
Does a foreigner need authorisation to buy a company?
Yes if they are a non-resident (or recent resident) and exceed 10 % of the capital: decision within 2 months, with silence amounting to refusal.
Going further
- Setting up a company in Andorra without living there: what is possible, authorised and taxed
- Gestoria and accounting in Andorra: obligations and the role of the gestor
- Selling a property held by a company in Andorra: sale of shares
- Active residency in Andorra for the self-employed: conditions and procedure
Official sources
This information is general and is not personalised legal, tax or financial advice. It is verified as of the date shown and may change.