Transferring your French SARL to Andorra: possible, risky, needs preparation
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The short answer
Transferring the registered office of a French company to Andorra is a heavy operation with significant tax consequences (dissolution, capital gains, exit tax). Many directors prefer to set up a new Andorran structure, which raises other questions of continuity and substance.
The three scenarios
| Scenario | Principle | Sensitive point |
|---|---|---|
| Transfer of registered office | Move the company | Exit taxation, heavy formalities |
| New company + sale | New Andorran company, old one sold | Capital gain on sale, continuity of the activity |
| Dual structure | French company kept, Andorran activity in parallel | Substance, transfer pricing, control of management |
Before any decision
- Your tax domicile: leaving France is a prerequisite. See leaving France for tax purposes.
- The potential exit tax: reference threshold 800,000 €verified on 09/10/2026.
- The reality of the activity in Andorra. See registered office.
A few benchmarks before choosing
| Question | Benchmark |
|---|---|
| Where is the company resident? | The place of effective management decides (treaty, art. 4.3) |
| What tax on profits? | Andorra: 10 %verified on 09/10/2026; France: 25 %verified on 09/10/2026 |
| Is there an exit tax for the shareholder? | Yes, above 800,000 €verified on 09/10/2026 of shareholdings or from half of the profits |
| Is foreign authorisation needed? | Yes, for a non-resident: decision within 2 monthsverified on 09/10/2026, silence = refusal |
| How is the Andorran company incorporated? | Notarial deed, paid-up capital, registration in the registry |
The three scenarios in detail
Transfer of registered office. Moving a French SARL to Andorra is not a simple formality: exit taxation of unrealised capital gains and the obligations of both company laws weigh heavily. You need advice from both countries before deciding.
New company then sale. An Andorran company is set up and the activity is gradually transferred to it, the old company being sold or liquidated. The capital gain on sale and the continuity of contracts are the sensitive points.
Dual structure. Keeping the French company and opening an Andorran company for the activity carried out locally requires real substance and consistent transfer pricing: see substance and effective management.
French tax risks
See holding companies and the French tax authorities: a company incorporated in Andorra but managed from France may be taxed there.
What to prepare
- A valuation of the company.
- A departure plan for the shareholder (residence, timetable, exit tax).
- A plan for real activity in Andorra.
- Foreign investment authorisation if it applies: see setting up a company without residing there.
Work out your own case
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Frequently asked questions
Can you simply move the registered office?
Transferring the registered office outside the European Union may have consequences equivalent to a cessation of activity in France, with taxation of unrealised capital gains. A full legal and tax analysis is required.
What happens to my contracts and employees?
Contracts, employees, patents, licences and markets do not transfer automatically. A transition plan is necessary.
Does the exit tax apply?
It may concern the holding of significant shareholdings when you transfer your tax domicile. The threshold is shown in the table.
What is the alternative?
Keep the company in France and create an activity in Andorra, or sell the French company and then set up a new structure. Each route has its costs.
Going further
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.