Law 28/2013, Of 19 December, On The Modification Of Law 20/2007, Of 18 October, Corporations And Limited Liability, Amended By Law 4/2008, From May 15, And By Law 93/2010, December 16

Original Language Title: Llei 28/2013, del 19 de desembre, de modificació de la Llei 20/2007, del 18 d’octubre, de societats anònimes i de responsabilitat limitada, modificada per la Llei 4/2008, del 15 de maig, i per la Llei 93/2010, del 16 de desembre

Read the untranslated law here: https://www.bopa.ad/bopa/026004/Pagines/83E76.aspx

Law 28/2013, of 19 December, on the modification of law 20/2007, of 18 October, corporations and limited liability, amended by law 4/2008, from May 15, and by law 93/2010, of December 16, since the General Council at its session of 19 December 2013 has approved the following exhibition of illustrations and the changes to which they are subjected commercial relations due to various phenomena, such as the world economic globalization, the emergence of new technologies and the demands of the society with more transparency and an appropriate level of security in legal relations that take place between the economic agents, require that constantly being changed the legal rules that govern.

The Andorran legal system regarding corporate is no stranger to these phenomena. Unlike the repealed Regulation of commercial companies in 1983, which survived practically unchanged over the course of twenty-four years, the current law 20/2007 was amended twice-law 4/2008 and the law 93/2010-in the six years of his life.

This adaptation of the legislation to changes in what is immersed in our society, and in particular the adaptation of the rules that affect economic development, makes it necessary to modify the law 20/2007, with the aim to quadruple to adapt some of its provisions to the law 10/2012, June 21, foreign investment in the Principality of Andorra; remove part of the administrative controls for application of the rule better, easier and in accordance with the regulations applicable in the countries of our surroundings; promote the fulfillment of the normative text, in particular the obligation to submit the accounts of the society on the part of their representatives; and finally, set in some of the maximum periods, which surely will result in higher satisfaction for the managed.

This Act modifies, so whole or in part, articles 5, 6, 7, 8, 9, 12, 14.15, 18, 20, 21, 22, 29, 32, 39, 61, 62, 66, 67, 68, 75, 78, 79, 80, 81, 85, 86, 87, 88, 90, 98, 101 and 102 of the law 20/2007; There is a new article, article 6 bis, relating to the registration in the register of companies; and adds a new chapter, under the title "Chapter nine. Offences and penalties ", which establish the type of offences to the law, the subjects responsible for, the sanctions applicable to such offences and their prescription, as well as the applicable sanctioning procedure. This chapter consists of eight articles.

Finally it is additional to the law 20/2007 an additional provision, relating to the settlement of the fees generated by certain corporate operations, and a transitory provision that establishes the regime applicable to the companies with titles to bearer.

This law includes an additional provision, a transitional provision and four final provisions.

The additional provision establishes that the lack of deposit of accounts involves the joint liability and directors unlimited respect of social debts that will generate from the breach of the obligation to deposit.

The transitory provision establishes the obligation to update in the registry of the identity of members and administrators, as well as the registered office, in the period of one year from the entry into force of this law.

In the first final provision modifies the law 10/2008 of 12 June, regulating collective investment bodies of Andorran law, with the aim to simplify the scheme of the SICAV.

The second final provision charge to the Government that, within a maximum period of thirty days from the date of entry into force of this Act, publish the texts refundidos of law 20/2007 and the law 10/2008, with its subsequent amendments, including this legal text, which will lead to more legal certainty for the managed.

The third final provision charge to the Government that, within a maximum period of two months, approved the necessary modifications of the regulation of the Companies, as well as any other regulations necessary for the implementation of the law.

And, finally, the fourth final provision establishes the entry into force of the law to the thirty days of its publication in the official bulletin of the Principality of Andorra.

Article 1 Amendment of paragraphs 2, 3 and 4 of article 5 modify the sections 2, 3 and 4 of article 5 ("Branches"), which are written as follows: "2. The establishment and opening of branches of foreign companies in the territory of the Principality of Andorra requires the prior grant of a public deed before a notary of Andorra, with the content provided for in paragraph 4 of this article , and are subject to the regime provided for in the legislation on foreign investments. The notary who authorized the script has the obligation to send a copy to the registry of societies, within fifteen days of the date of the grant, for their registration.

3. Without prejudice to the provisions of the preceding paragraph, the foreign companies to establish a branch in the territory of the Principality of Andorra must complete the necessary documentation for the registration in the register of companies presenting the documents proving the existence of the society, its by-laws in force and its managers. At the same time must register all later modifications of any of these data.

Registration is denied by the Minister responsible for the registration of societies, at the proposal of the responsible branch of the registry, if motivated to comply with the present law. The denial will be notified following the same procedure as for the denial of registration of the incorporation of companies, and will lead to the same ways of contesting.

4. On the registration of branches of foreign companies in the register of societies must state any mention that, given the case, identify the branch, the address and the activities of the branch, as well as the permanent representative's identity and its powers. The performance of the permanent representative of the branch, within the scope of the registered, bind the company. The activities of the branch are subject in any case to the Andorran legal system. The requests, notifications and the quotes that have to be made to the society that has opened a branch in the Principality of Andorra can be made to the address of the branch that appears registered in the register of companies. "

Article 2 amendment to paragraph 2 of article 6 modifies the terms of paragraph 2 of article 6 ("social Object"), which is worded as follows:


"2. Cannot be established, nor raise in public, or to enroll in the registry of societies with illicit object, contrary to morality or public interests of Andorra."

Article 3 addition of article 6 bis.

It adds an article 6 bis, with the name and the following content: "Article 6 bis.

Registration in the register of companies 1. The registration or refusal of registration of legal acts or business on the part of the registry of companies occurs and notify within a period not exceeding fifteen days of the filing in the registry of the document which formalises the Act or legal business that you want to register.

2. The absence of registration or refusal within the deadline set in the previous section it equates to a tacit denial for the purpose to open the resource.

3. The refusal of the registration of a deed or other document, as well as the cause of the denial, are notified to the interested parties and, where appropriate, also to the notary authorising. Against the decision of refusal can be formulated administrative resource and, if necessary, in a court challenge, in the terms provided for in the code of the Administration, in the law of the administrative and tax jurisdiction and in the regulations that complement or, in the future, the overriding.

4. You will also have standing to appeal against the denial of registration to the notary authorising the public deed is not registered.

5. The term that this law granted to notaries to the public scripts that must be registered in the registry of societies, as well as the deadline foreseen in the law to register or refuse the registration, will be calculated in calendar days. "

Article 4 article 7 modification modifies the article 7 ("Constitution"), which is worded as follows: "Article 7.

Constitution 1. The society was established by granting a public deed, authorized by a notary of Andorra, which have to register in the register of companies.

2. The notary authorising the public deed is required to verify that they comply with the legal requirements and Protocol reservation certification designation. It also has the obligation to send a copy of the public deed of incorporation in the register of societies, within the period of fifteen days from the date of granting of the counters, for their registration.

3. With the registration of the deed of incorporation in the register of companies, the company acquires legal personality. In any case, the Minister responsible for the registration of societies, at the proposal of the person responsible for the due registration, refused the registration of the company in the register of Companies if they do not meet the requirements established in this law.

4. The notary authorising the public deed of incorporation of the company won't be able to deliver an authentic copy of the title public without making clear the details of the settlement of entry in the register of companies. "

Article 5 amendment of the letter of paragraph 1 of article 8 modifies the letter of paragraph 1 of article 8 ("articles of incorporation"), which is written in the following way: "of) the contributions made by each of the partners and the number of shares or participations that subscribe to change, as well as the report of the independent expert related to the non-cash contributions according to the provisions of article 18."

Article 6 amendment of the letter of paragraph 2 of article 9 of the letter modifies the terms of paragraph 2 of article 9 ("by-laws"), which is written in the following way: "of) the shares or participations in what is divided into the capital, with an indication of their nominal value and their consecutive and, whenever appropriate, their series or class."

Article 7 modification of the article 12 modifies the article 12 ("irregular Society"), which is worded as follows: "Article 12.

Irregular society members and administrators respond severally and indefinitely of the acts and contracts held by any of them in the name of the company before its registration in the register of companies, but they are assumed by the company once registered in the register of companies. "

Article 8 amendment of article 14 modifies article 14 ("social Capital"), which is worded as follows: "Article 14.

Social capital 1. The share capital of public limited companies and limited liability companies must be stated in the bylaws, with the figure indicated in euros, which cannot be less than 60,000 euros in the case of anonymous societies and 3,000 euros in the case of limited liability companies.

2. Cannot authorize scripts of incorporation of companies with a turnover of capital stock less than the minimum provided in paragraph 1 of this article.

3. Cannot authorize scripts of modification of the social capital that reduce below the number provided for in paragraph 1 of this article, except that in the case of a reduction and simultaneous increase foreseen in article 69, or be in compliance with the law. "

Article 9 amendment of paragraph 3 of article 15 modifies paragraph 3 of article 15 ("stocks and shares"), which is worded as follows: "3. The shares and the shares are indivisible and accumulative, and can document using titles, which should be non-negotiable, they should be numbered correlatively and may incorporate one or more shares or participations. The shares or participations must be assigned to its owner real and effective. Under no circumstances can sign up shares or shares or issue titles in different cases involving real people name the owner of the same shares or equity investments; will be null in its own right registration in these cases. "

Article 10 amendment of article 18 modifies the article 18 ("mention and description"), which is worded as follows: "Article 18.

Mention and description 1. The public deed of incorporation and to the increase of the share capital, the monetary contributions must be expressed in euros, and the non-cash contributions should be described and its equivalent must be expressed in euros. The non-cash contributions should be accompanied, where appropriate, a report prepared by an independent expert, in the conditions set out in paragraphs 2 and 3 of this article. In any case, it should indicate in the public deed number and the nominal value of the shares or participations that the partner contributing sign up in return.


2. The report of the independent expert should refer, at least, to the established regulations. Exceptionally it is not mandatory to the report of the independent expert: a) When the non-monetary contribution is made up of negotiable securities or money market instruments, valued at the weighted average price at which they were negotiated during the period of one year before the date of the contribution.

b) when you provide active in limited liability companies that during the previous tax year have presented a number of annual income less than or equal to 600,000 euros, provided that these societies have placed the annual accounts in accordance with the provisions of the current regulations.

3. The report of the independent expert must have been issued within the year prior to the date of the effective contribution of assets, and the partner providing you will have to declare in writing the corresponding public that since the date of issue of the report there are no new circumstances that have been significantly modified the fair value of the assets at the time of the contribution. "

Article 11 article 20 modification modifies the article 20 ("requirements"), which is worded as follows: "Article 20.

Requirements 1. The business of transmission of the shares and/or shares must include in public deed authorised by a notary of Andorra. The notary who authorized the script has the obligation to send a copy to the registry of societies, within a period of fifteen days from the date of the grant, for their registration.

2. Administrators of the company, at the request of a member or members, register the acquirer in the log book of members that all corporations and limited liability should take. "

Article 12 amendment of article 21 modifies article 21 ("register of members"), which is worded as follows: "Article 21.

Register of members 1. The company has brought a record book of members, which must state the original title and the successive transfers of the shares or participations, with expression of the identity and address of the holder of the shares or participations, as well as the Constitution of in rem rights or encumbrances on the same shares or participations.

2. The company only considered a shareholder or participant who appears in this book.

3. The society may only modify entries in the record book it considers false or inaccurate, if the interested parties do not oppose the amendment within the period of one month from the date on which the notification was for part of the society interested in the desire to proceed to the modification.

4. Any shareholder or participant can examine the register of members.

5. The custody and maintenance of the register of members of the administrative organ.

6. The partner and the holders of real rights or encumbrances on the shares or shares have the right to obtain a certificate of stock or shares, rights or encumbrances registered in his name.

7. The personal data of members can be modified in your instance, and have no effect to society until they have been notified to the Committee of Directors of the company. "

Article 13 amendment of paragraph 1 of article 22 is modified in paragraph 1 of article 22 ("statutory Constraints"), which is worded as follows: "1. The statutes of the public limited companies and limited liability may establish restrictions on the free transferability of the shares or shares, as long as they do not become practically intransmissibles. In any case, accept the restrictions that limit the transfer of the shares or of shares between spouses or among the members of the stable partnerships registered in the corresponding register, as well as among the people linked by kinship relationship, online direct or collateral by consanguinity to the fourth degree. "

Article 14 Add a new font to the paragraph 1 of article 29 of the law of societies ' adds a new letter j in paragraph 1 of article 29 ("powers of the General meeting"), which is written in the following way: "j) the increase or the decrease of the share capital."

Article 15 introduction of a new section in the article 32 is inserted a new paragraph 4 to article 32 ("Right and duty to summon"), with the following text: "4. In case of a loss that reduced the figure to leave the equity to an amount inferior to 50% of the share capital, administrators must convene the general meeting within the period set forth in paragraph 3 of this article , counter from the date on which they have had knowledge of the loss. "

Article 16 amendment of paragraph 1 of article 39 modifies the paragraph 1 of article 39 ("Act"), which is worded as follows: "1. All agreements which adopt the general meeting must be recorded in a record, which is made according to the provisions of articles 58 to 65."

Article 17 amendment of paragraph 1 of article 61 modifies the paragraph 1 of article 61 ("book of acts"), which is worded as follows: "1. The company has to bring a book of acts for each organ. Limited liability companies can get a book of events common to the general meeting and the Board of Directors. "

Article 18 Amendment of section 2 and addition of paragraphs 3 and 4 in the article 62 modifies the terms of paragraph 2 and paragraphs 3 and 4 are added to the article 62 ("elevation of social agreements in public instrument"), which are written as follows: "2. In the writing of elevation of the an instrument, the notary public must qualify the legality of documents submitted , the capacity and legitimacy of licensors and its validity.

3. The arrangements for the appointment and dismissal of administrators must be elevated to public deed and must be registered in the register of companies.

4. The notary has the obligation to pass on to the register of Companies a copy of the script of elevation to public social agreements that must be the subject of registration, within the period of fifteen days from the date of the grant. "

Article 19 amendment of paragraph 1 of article 66 modifies the paragraph 1 of article 66 ("General and Special Requirements"), which is worded as follows:


"1. The modification of the statutes of the limited liability companies act and the need to agree on the general meeting, should be stated in a public deed and register in the register of companies. The notary who authorized the script has the obligation to send a copy to the registry of societies, within a period of fifteen days from the date of the grant, for their registration. The inscription is constitutive. In any case, the Minister responsible for companies, at the proposal of the head of the registry of companies, motivated can refuse the registration of the modification of the statutes in the registry of societies if any of the modifications is included or may be included in any of the cases provided for in paragraph 2 of article 6, or cannot fulfill the requirements established in this law. The partners have the right that the company delivered a copy of the full text of the proposed amendment since the call. "

Article 20 amendment of paragraph 2 of article 67 modifies the paragraph 2 of article 67 ("Increase of the share capital"), which is worded as follows: "2. The increase in the number of social capital by creating new shares or shares awarded to members the preferential right to subscribe to a number of shares or shares proportional to the possession at the time when the general meeting adopt the agreement. The general meeting has set the deadline for the exercise of this right, from the publication in a newspaper of wide circulation in the Principality, the announcement of the subscription offer that the company has to make, unless the agreement has taken on universal Board. "

Article 21 Amendment of section 4 of article 67 modifies the section 4 of article 67 ("Increase of the share capital"), which is worded as follows: "4. The public deed or the public scripts in which you have to state the agreement to increase the number of social capital and its execution have been signing up simultaneously in the register of companies. The notary who authorized the writing or the Scriptures have the obligation to send a copy to the registry of societies, within fifteen days of the date of the grant, for his registration. "

Article 22 introduction of a new section in the article 68 is introduced in a new paragraph 3 in article 68 ("reduction of share capital"), with the following text: "3. The public deed or the public scripts in which you have to state the agreement to reduce the number of social capital and its execution have been signing up simultaneously in the register of companies. The notary who authorized the writing or the Scriptures have the obligation to send a copy to the registry of societies, within fifteen days of the date of the grant, for his registration. "

Article 23 Amendment of section 4 of article 75 modifies the section 4 of article 75 ("application of the result"), which is worded as follows: "4. In any case once a year, you have to provide a backup available equivalent to the goodwill that appear in the balance sheet assets, and to allocate for this purpose a number of benefits that represent, at least, ten per cent of the amount of goodwill mentioned. If there is no benefit, or the benefit is not enough, you have to use freely available reserves. "

Article 24 introduction of a new section in article 75 is inserted a new paragraph 5 in article 75 ("application of the result"), with the following text: "5. Any distribution of dividends contrary to that provided for in this law has to be restituted, with the relevant legal interest, to the shareholder or the shareholders or unitholders who have registered, if the company proves that these shareholders or participants knew the irregularity of the distributions made in their favor or could not ignore the taking into account the circumstances. Shall be responsible to the Committee of Directors of engaging the appropriate actions, including legal claims, to comply with the return provided for in this section. "

Article 25 amendment of paragraph 2 of article 78 modifies the terms of paragraph 2 of article 78 ("requirements and effects"), which is worded as follows: "2. The corporations or limited liability corporation that agreed change must be presented with a public deed of transformation, which, in addition to the agreement of transformation, it must contain the requirements to constitute the new social form and must register to the register of Companies , together with the balance sheet closed the day prior to the agreement of transformation, so that this transformation be effective and subsisteixi the legal status of the society transformed. The notary who authorized the script has the obligation to send a copy to the registry of societies, within fifteen days of the date of the grant, for his registration. "

Article 26 amendment of paragraph 3 of article 79 modifies paragraph 3 of article 79 ("requirements and effects"), which is worded as follows: "3. The merger agreements are published in two newspapers of wide circulation in the Principality and are not effective until after one month from the date of the last announcement posted. During this period the creditors of the participants can be opposed to the merger in the same terms of article 68.1, and until you register in the registry of the public deed of merger which must give each of the participating societies. In this script there must include the agreement of merger and the requirements for setting up the new company or the modifications that the absorbing society agreed on the occasion of the merger. The notary who authorized the script has the obligation to send a copy to the registry of societies, within fifteen days of the date of the grant, for his registration. "

Article 27 introduction of a new section in the article 80 is introduced a new paragraph 6 to article 80 ("requirements and effects"), with the following text: "6. The notary who authorized the writing of split has the obligation to send a copy to the registry of societies, within fifteen days of the date of the grant, for his registration."

Article 28 Amendment 81 article modifies the article 81 ("grounds for separation"), which is worded as follows: "Article 81.

Causes of separation


1. The partners can be separated from the public limited company or limited liability for the righteous and when they voted against the agreement of replacement of the corporate purpose, the transfer of the registered office abroad, the transformation of the society, or the revival of the society.

2. The statutes may establish other specific causes for the exercise of the right of separation of the partner. In this case must determine the regime. "

Article 29 amendment of paragraph 3 of article 85 modifies paragraph 3 of article 85 ("Causes of dissolution"), which is worded as follows: "3. In the event that, in compliance with a law, the share capital of the company have to be below the minimum capital required, the society is dissolved in its own right as long as it does not remedy this situation , as an alternative to its dissolution, within a period of two months from the date of the registration of the reduction of capital in the register of companies. The company with a share capital less than the legal minimum required compromises the personal responsibility of solidarity members and administrators by acts and legal businesses that are carried out in his name, while it is not set to remedy this situation or urge the settlement according to what is established in the second section of this chapter. "

Article 30 adding a new letter in the section 5 of article 85 of the law of societies ' adds a new letter in the section 5 of article 85 ("Causes of dissolution"), with the following text: "of) the stoppage of the corporate bodies, which make impossible the normal functioning of society."

Article 31 amendment of paragraph 3 of article 86 modifies paragraph 3 of article 86 ("procedure of dissolution"), which is worded as follows: "3. If the general meeting does not adopt any agreement, administrators must urge the judicial dissolution of the society within a period of two months, accountants from the day scheduled for the celebration of the Board If this Board is not held, or of their effective holding, if not put to remedy situation. If the Board was not called, is not held, or not adopted the agreement of dissolution when legally required, or does not take the appropriate measures to avoid the dissolution, any interested party may urge the judicial dissolution of the company. In any case, the Mayor can be attributed to the company a maximum period of six months to regularize the situation. The demand for dissolution of the society have to go against society. "

Article 32 modified the section 5 of article 86 modifies the section 5 of article 86 ("procedure of dissolution"), which is worded as follows: "5. The agreement of dissolution shall be published in the official bulletin of the Principality of Andorra and the period of liquidation of the company. In any case, you cannot start the operations of liquidation provided for in article 95, before fifteen days following the date of publication of the Official Gazette of the dissolution of the Principality of Andorra. "

Article 33 Amendment 87 article modifies the article 87 ("inscribible Title"), which is worded as follows: "Article 87.

Title inscriptible the registration of the dissolution of the society, when not derived from cases outlined in sections 2 and 3 of article 85, it has to go through the certification of the dissolution agreement taken by the general meeting, which must contain the appointment of liquidators, or the back seat of the Court ruling that declared the dissolution of the company or the liquidation of its assets in an insolvency procedure. "

Article 34 modified the article 88 article 88 is modified ("revival of the dissolved society"), which is worded as follows: "Article 88.

Reactivation of the dissolved society 1. The general meeting may revive the dissolved society, as long as they have gone the cause of dissolution, the net accounting is not less than the sum of the share capital plus the legally required reserves, and that it has started paying the settlement fees to members. The agreement of revival has been taken with the requirements established for the modification of the statutes.

2. The partner who vote against the revival has the right to separate from society.

3. The social creditors can object to the agreement of revival, under the same conditions and with the same effects that the Law in the case of reduction of the share capital. "

Article 35 amendment of paragraph 2 of article 90 modifies the paragraph 2 of the article 90 ("payment Period"), which is worded as follows: "2. While the State of liquidation, the company must state in its name the term" in liquidation ". The Minister responsible for companies, at the proposal of the head of the registry of companies, must sort it is published in the official bulletin of the Principality of Andorra a notice in which it must be stated that the company is in liquidation. "

36 article introducing a new section to the article 98 is inserted a new paragraph 4 to article 98 ("public deed of extinction"), with the following text: "4. The notary who authorized the public deed of termination has the obligation to send a copy to the Registrar of companies to register it, accompanied by the documentation provided for in paragraph 3 of this article, within a period of fifteen days from the date of the grant."

Article 37 Modification 101 article modifies the article 101 ("Advertising of the Companies Registry"), which is worded as follows: "Article 101.

Publicity of the register of companies 1. The Organization of the registry of companies depends on the Government, which must necessarily ascribe to a Ministry. While the Government does not determine otherwise, the register of societies shall be assigned to the Ministry in charge of the economy.

2. In the case that to register an act in the register of companies is necessary in the public deed, this script must be authorized, or where appropriate a notary, ratified by Andorra.

3. The register of commercial companies is public and any person legally resident in Andorra, with the prior formal identification by written request and justified, you can request and get free access to all the information in the registry of societies relating to: a) the identity of the partners and the number of its shares or shares;


b) the people who are part of the governing bodies of the company and the position that they occupy;

c) social capital, the registered office and the powers of Attorney must be registered in the registry.

d) loads and seizures that appear about the company or the representative titles of its share capital.

4. in the documentation delivered societies and branches in the exercise of their activities, whether they are in paper or in any other medium, there must appear at least to the number of their registration in the register of societies, as well as the company name or logo, the corporate types, the address, and if applicable, the fact that it is in liquidation. "

Article 38 Amendment 102 article modifies the article 102 ("single-person Society"), which is worded as follows: "Article 102.

Single-person society 1. The Constitution of a single-person society, the Declaration of this situation as a consequence of the acquisition of all the shares representing the share capital by one partner, the loss of this situation or the change of partner only as a result of the transmission of some or all of the shares, will have to appear in a public deed that you register in the register of companies.

2. The notary who authorized this script has the obligation to send a copy to the registry of societies, within fifteen days of the date of the grant, for his registration. "

Article 39 addition of the ninth chapter is added the ninth chapter, made up of articles 103 to 110, with the name and the following content: "Chapter 9. Infractions and sanctions Article 103 Infractions 1. Are violations of the company: to) do not raise to public acts or decisions which the law establishes as obligatory.

b) does not agree to the dissolution of the company when a situation where any of the circumstances provided for in article 85.5.

c) Keep or own shares, breaking the limitations provided for in article 23.

d) Keep or reciprocal shareholdings or circular, breaking the limitations provided for in article 24.

e) does not satisfy or ensure, within the legal deadline, the payment of credits to creditors who object to the reduction of the share capital of the company, when this reduction would lead to the return of the contributions provided for in article 68.1.

f) Distribute dividends in contravention of the prohibitions provided for in the law or in statutes.

g) not to publish the merger or Division provided for in articles 79.3 and 80.3.

h) agreements with person interposed to which refers article 107.

2. Are violations of the administrators: to) does not convene the general meeting or, in his case, the Board of Directors, when there is a legal obligation or in the statutes and the administrative body has previously been required. You will not need the previous requirement when a situation where because of dissolution.

b) Contravening the duties laid down in article 49 when it causes economic damage assessable to the society, the social partners or to creditors, without prejudice to the responsibilities arising from the application of article 50 and following.

c) Perform or omit performances with the purpose to prevent or seriously hinder the exercise of the action of refutation of the agreements of the general meeting.

of the merger or Not) of split, as appropriate, or that this project does not include in detailed form all the legal and economic elements relevant to carry it out, or that compliance with the above conditions, it is not put at the disposal of the partners, along with the rest of the documentation that establishes in article 79.2 or 80.2.

e) does not urge the judicial dissolution of the society, in the cases provided for in article 86.3.

f) did not submit the documentation to update the information registered in the register of companies required by law.

g) Be responsible, acting serious fault or negligence, for any infringements of the company set forth in paragraph 1 of this article.

3. Are violations of other subjects: a) carried out by the person interposed to which refers article 107.

b) made by the permanent representative of the branch, about non-enrolled in the registry of companies later modifications of the foreign company to which refers article 5.3.

Article 104 the subjects responsible for 1. The offences committed by the companies responsible for the payment of the penalties provided for in this law.

2. The offences committed by the administrators are severally responsible for the payment of the penalties provided for in the law, with the exception of those administrators who try that, not having been involved in the violation, in masking the existence or, knowing it, have done everything possible to avoid it. In no case does not accept responsibility for the fact that the Act or the agreement contrary to the standard has been adopted, approved or ratified by the general meeting.

3. The offences established by the administrator can make the liquidators in the event of company in liquidation, and in one such case, the application is provided in section 2 above.

4. Also respond in solidarity with those who are administrators of the parent company and that they have induced to commit the infringement. To these effects, it is considered "dominant society" which has the majority of the voting rights or has the power to appoint or dismiss a majority of the members of the administrative organ of the company in which the infringement has occurred.

5. Likewise are responsible for solidarity with the administrators, in the terms provided for in paragraph 2 above, those who are administrators in fact.

6. The infringements to the provisions of this law will be sanctioned administratively, without prejudice to the civil or criminal liability that may arise from the same actions or omissions.

7. You cannot punish for the administrative facts that have already been punished criminally, if there is a coincidence of the subject, fact and unfounded.

Article 105 prescription of infringements 1. The offences prescribed in the period of three years from the day on which cease the action or omission punishable.

2. The offences set out in sections 2. f) and 3. b) of article 103 began the period of limitation on the date on which the registry of societies has knowledge.

3. The opening of disciplinary proceedings suspends the period of limitation.

Article 106 Sanctions 1. The sanction applicable to the offences established in article 103 is fine of 1,000 to 30,000 euros.


2. By exception to the previous section, the offences provided for in sections 1. c), 1.), and 3. a) of article 103 will be penalize with a fine of no less than the nominal value of the participation interests or shares held in violation of the law.

3. An infringement cannot entail, in any event, a benefit for the offender. If the amount of the penalty resulting from the application of the previous sections is less than the resulting benefit to the offender, increases the amount of the penalty to the amount of profit illicitly obtained.

107 article Person interposed 1. Is null any agreement between a corporation and another person through which this person forces you or consolidating to carry out on their own behalf but on behalf of the company any of the operations, in accordance with articles 23 and 24, are prohibited in the society.

2. Business carried out by the person interposed, when its realization is not prohibited in the society, as well as the shares or shares, or of the parent company, on which they relapse fingers business, are subject to the provisions set out in articles 23 and 24.

Article 108 graduation Criteria of sanctions in order to determine the amount of the sanctions following graduation criteria are taken into account: a) the amount of the benefit obtained.

b) The prejudice caused to the society, members of the same or to third parties.

c) the degree of intentionality.

of The general behaviour of the subject) responsible in relation to the strict compliance with the regulations relating to companies.

e The recommendations or requirements) non-warnings from the Ministry responsible for societies.

f) recidivism. Recidivism shall be understood as the Commission for the same subject responsible for at least one offence sanctioned by a firm resolution and committed within the last 24 months.

Article 109 prescribing sanctions sanctions prescribed within a period of three years from the date of notification of the decision to impose sanctions on firm.

Article 110 disciplinary Record 1. The Ministry is competent for Societies registration steps and solve the sanctioning. The Minister appoints the instructor of each disciplinary record among the technicians assigned to his Ministry.

2. The verification by the Ministry of the register of Companies of an infringement involves the opening of the corresponding sanctions in accordance with the provisions of the code of the Administration, the Decree sanctioning procedure regulatory and complementary provisions.

3. Is given in the acts of the technicians of the Ministry responsible for the presumption of accuracy, unless proof to the contrary.

4. Against the decision issued by the Minister of the Record companies can lodge an appeal in accordance with the provisions of the code of the Administration and other regulations which apply. "

Article 40 adding a supplementary provision is added a fourth additional provision, which is written in the following way: "fourth additional provision 1. For the registration in the register of companies of the Constitution of a public limited company or limited liability corporation or for the registration of a branch, the tax obligation provided for in article 4 of the law on the register of holders of economic activities, of 20 December 1995, has placed the notary the equivalent amount at the rate in force simultaneously to the granting of the public deed , and the notary public must be made, for that, the payment to the Ministry in charge of finance, within the deadlines and with the models that must be determined.

2. The tax payments of fees related to the corporations and limited liability companies and foreign branches, are the following: Fact Generator Amount (€) registration of a joint-stock company 1394.76 annual fee for maintenance of the registration sheet of a joint-stock company 881.30 registration of a limited liability company or a branch 957.77 annual fee for maintenance of the registration of a limited liability company or a branch 801.70 issuance of certificate of reservation of corporate name 5.36

What is not foreseen in the present supplementary provision governed, with extra character, the law of the rate on the register of holders of economic activities, of 20 December 1995, amended by law 31/2007, of December 20, accompanying the draft budget Law for the year 2008, update tax rate of various taxes.

The management, settlement and collection of the fees will be subject to regulatory development. "

Article 41 Add a fourth transitional provision transitional provision, with the following wording: "the fourth transitory provision constituted societies prior to the entry into force of the regulation of commercial companies, the General Council, of 19 May 1983, and who have issued bearer titles, have three months from the date of entry into force of this law , to replace the titles the holder for non-negotiable titles, by means of public deed before a notary of Andorra and the subsequent registration in the register of companies. After this period, the Minister urged Companies registration, ex officio, the definitive cancellation of the entry in the register of companies of the societies that have not regulated as bearer shares, with the opening of a cancellation and a procedure of public information so that anyone interested can contribute what they deemed appropriate within a period of no less than ten working days. The Government, at the proposal of the Minister responsible for the registration of societies, orders that will publish a notice in the official bulletin of the Principality of Andorra to make include the cancellation of trade of the registration of the society. The partners and managers of the companies cancelled respond so sympathetic and unlimited by the acts and contracts held by any of them in the name of the company from the date of publication of the notice, without prejudice to the provisions of section 4 of the first transitional provision. "

Additional provision


The lack of deposit of annual accounts after a year since expires a maximum period of deposit involves, in addition to the other conditions provided for in the legislation in force, the unlimited and joint liability of managers in respect of the social debt that is generated from the breach of the obligation to deposit. It does not include the social debts prior to the entry into force of this provision.

The regularization of non-compliance by the deposit of the annual accounts is not deposited in the manner provided by law, entails the termination of contracted staff responsibility by the administrators for this cause.

Transitional provision The limited liability companies act or have a period of one year from the entry into force of this law, to update in the registry of the identity of its partners and administrators, as well as the registered office.

These effects also will be title inscriptible the certification issued by the company.

First final provision introduces the following changes to the law 10/2008 of 12 June, regulating collective investment bodies of Andorran law: 1. In paragraph 5 of the preliminary title is worded as follows: "5. SICAV: variable capital investment company. For the purposes of this law, it is understood by SICAV CROs that takes the form of joint-stock company of Andorran law. "

2. Paragraph 1 of article 2 is worded as follows: "1. Are CROS are organisms that have to invest the assets of the investors and to manage them in goods, rights, negotiable securities or other financial instruments, or not, in accordance with the provisions of the respective provisions and complete performance always leads to the investor according to the results of the collective body."

3. The points c and d)), section 1, of article 16 are written as follows: "c) both the capital increases due to the subscriptions of new actions on the part of investors, such as venture capital reductions due to refunds made the partners do not require the agreement of the general meeting or formalizing public deed, as long as it is carried out within the limits established under the company. However, with regard to the reductions below the minimum statutory capital or increases above the maximum statutory capital must be carried out in accordance with the General rules of the law of corporations.

of The social capital of the SICAV variations) within the limits established under the maximum and minimum are not subject to the rules of registration in the register of Companies of the Government. Nor are the transmissions of actions that may occur between investors, which do not require formalization in public deed. In any case, the provisions applicable to corporations in general in relation to the register of partners are of application, with the exception of the provision that provides that any shareholder or participant can examine the book register of partners. "

Second final provision is responsible to the Government that, within a maximum period of thirty days from the date of entry into force of this law, published in the official bulletin of the Principality of Andorra, by Decree, and the revised text of the articles and of the supplementary provisions, including all modifications and additions provided by this Act, the following laws:-law 20/2007 , of 18 October, corporations and limited liability, amended by law 4/2008, from May 15, and by law 93/2010, of December 16, of measures for the promotion of the economic and social activity, and of rationalization and optimization of the resources of the Administration; I-law 10/2008 of 12 June, regulating collective investment bodies of Andorran law, amended by law 8/2013, on 9 may, on the organisational requirements and operating conditions of the operating entities of the financial system, the protection of the investor, market abuse and financial collateral agreements and the law 10/2013 , 23 May, of the Institut Nacional Andorrà de Finances.

Third final provision the Government must approve, within a maximum period of two months from the date of entry into force of this law, the necessary modifications of the regulations of the registry of companies to make it in accordance with this law and the regulations necessary for the implementation of this law.

The fourth final provision this law shall enter into force thirty days to be published in the official bulletin of the Principality of Andorra.

Casa de la Vall, 19 December 2013 Vicenç Mateu Zamora Syndic General Us the co-princes the sancionem and promulguem and let's get the publication in the official bulletin of the Principality of Andorra.

François Hollande Joan Enric Vives Sicília and President of the French Republic and the Bishop of Urgell Co-prince of Andorra Co-prince of Andorra