Demòcrates and Concòrdia Submit Amendments to Sharpen Andorra's Inactive Company Dissolution Bill
Proposals tighten criteria for dissolving inactive Andorran companies by requiring zero assets/liabilities, extend regularization to five months, and curb sanctions unless bad faith is proven, balancing cleanup with business safeguards.
Key Points
- Demòcrates proposes narrowing dissolution to companies with no assets or liabilities, referring others to court.
- Concòrdia seeks to extend regularization from 1 to 5 months and limit director bans to bad faith cases.
- Bill targets firms inactive for 2 years with breaches like unpaid taxes or filings.
- Economy commission to review amendments for final law purging dormant entities.
The deadline for submitting amendments to the government's bill on dissolving inactive companies in Andorra has passed, with proposals from Demòcrates and Concòrdia sharpening the criteria and offering businesses more flexibility.
Demòcrates, part of the governing majority, tabled four amendments to narrow the conditions for launching dissolution proceedings. The original bill targets companies with no effective economic activity, no employees, and at least two breaches of obligations—such as failing to file accounts, submit tax declarations, or update beneficiary details in the Companies Register—over two consecutive fiscal years. The amendments add that firms must also lack any assets or liabilities to proceed. Companies holding property or owing debts would instead face suspension of the process and referral to the Batlles Court.
Once the government publishes the proceedings in the Official Bulletin of the Principality of Andorra (BOPA), any interested party will have 30 natural days to notify the Director of Legal and Economic Registers or the commercial registrar about such assets or liabilities. If verified later in the process, the proceedings would be archived or redirected accordingly.
Concòrdia submitted five amendments, including a push to extend the regularization period for at-risk companies from one month to five months, giving them more time to comply. The group, led by Cerni Escalé, also proposes limiting sanctions on directors—such as a one-year ban from holding administrative roles in other firms—to cases of proven bad faith. Another measure would require the Social Security Fund (CASS) to provide details on any employees, including identities, to help detect potential fraud.
No other parliamentary groups presented amendments. The Economy legislative commission will now examine the bill, with successful proposals shaping the final law aimed at purging truly dormant entities from the commercial register while safeguarding those with financial stakes.
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