Dissolution of Inactive Companies in Andorra: Law 17/2026
By Agora Consultors
The Government has initiated the procedure for the dissolution of inactive companies in Andorra, ex officio affecting 2,777 commercial companies. The list was published in the BOPA on September 16, 2026, and the deadlines to defend yourself are very short. If your company does not have its accounts up to date, has not filed tax returns, or has not declared beneficial owners, this article is of interest to you.
What is Law 17/2026?
Law 17/2026, of July 14, establishing the procedure for administrative dissolution without liquidation of inactive commercial companies, was published in the BOPA on August 13, 2026. This regulation allows the Government to dissolve ex officio companies it considers “empty corporate structures,” that is, companies registered in the Companies Register that carry out no real activity.
The main objective is to comply with the international standards of transparency and anti-money laundering evaluated by Moneyval and the OECD Global Forum. In addition, the law modifies Law 20/2007 on companies to toughen penalties and create an abbreviated sanctioning procedure.
Which companies can be dissolved?
A company may be subject to this procedure when the following two circumstances occur simultaneously (Article 1 of Law 17/2026):
- It has no effective economic activity and no employees.
- For two consecutive accounting periods, it has breached two or more of these obligations: filing annual accounts, filing tax returns (or being blocked in the register), or declaring beneficial owners in the Companies Register.
⚠️ Warning: Partners or beneficial owners cannot register as employees of the company in a simulated manner to stop the procedure (Article 2). However, it is possible to demonstrate in the allegations that an employment relationship is real and stable. Entities of the financial system supervised by the AFA and insurance companies are excluded.
How the procedure works, step by step
- Prior identification: The Registry detects the affected companies and notifies the administrative body, which has 10 working days to present allegations and documents. (This is the phase opened with the BOPA of September 16).
- Formal opening: If there is sufficient evidence, the file is opened. It is notified by registered letter and published in the BOPA. From here, any person has 15 calendar days to report the existence of assets or debts.
- Verification: The Registry asks the CASS if the company has employees and checks if it has open businesses. The CASS has one month to reply.
- Resolution: The Government must resolve within a maximum of six months; otherwise, the procedure expires. If there are assets or debts, the file goes to the Batlles (Judges) Court to decide on the liquidation.
What happens if the company is dissolved?
The final resolution has very serious consequences for the company and its managers:
- All registrations of the company in the Companies Register and the Tax Register are cancelled ex officio.
- The responsible administrators cannot administer or direct any commercial company in Andorra for one year.
- The situation is communicated to the UIFAND (Financial Intelligence Unit).
An appeal can be filed with the Government within one month. If the appeal is successful, the company can be registered again, provided it proves that it is up to date with all its registration, accounting, and tax obligations.
The new penalties (even if there is no dissolution)
The law has set specific fines for the most common breaches (Article 106 of Law 20/2007):
| Breach | Fine |
|---|---|
| Failure to submit or update the declaration of beneficial owners | €2,500 |
| Incomplete or incorrect information about beneficial owners | €5,000 |
| False information or concealment of the beneficial owner | €15,000 |
| Filing accounts with a delay of up to 3 months | €500 |
| Delay of more than 3 months in the accounts | €1,000 |
| Delay of more than 12 months in the accounts | €2,000 |
💡 Good news: If the only breach is registry information, an abbreviated procedure applies. Whoever regularizes the information and pays the fine within 20 working days following the notification gets a 25% reduction.
Does your company appear in the BOPA? What to do now
- Check the deadline: Look at the publication date and count the 10 working days. Do not wait until the last day.
- Regularize what is missing: Deposit pending annual accounts, file tax returns, and declare beneficial owners.
- Gather proof of real activity: Invoices, contracts, bank statements, CASS registrations, or Commercial Register registration.
- Present allegations: Do so within the deadline with all documentation to prove the company is active and regularized.
- Consider voluntary closure: If you really want to close the company, an orderly voluntary dissolution and liquidation is better than suffering the consequences of an ex officio dissolution for the administrators.
Frequently Asked Questions (FAQ)
How do I know if my company is on the dissolution list?
Check the BOPA of September 16, 2026: the edict includes the name, registration number, NIA, and registered office of each affected company. If you prefer, at Àgora Consultors we can check it for you.
How long do I have to submit allegations?
Ten working days from the communication to the administrative body. If the formal file is opened, anyone has 15 calendar days from publication in the BOPA to report assets or debts.
Can I save the company if I haven’t filed the accounts?
Yes, as long as you regularize the pending obligations and demonstrate that the company has effective economic activity. The sooner you act, the higher the chances of success.
What happens if the company has real estate or money in the bank?
The law does not dissolve it without direct liquidation: the file goes to the Batlles Court, which will decide on the liquidation and appoint liquidators.
We help you keep your company active and secure
At Àgora Consultors, your trusted agency and consultancy in Andorra la Vella, we review the situation of your company, prepare allegations, regularize accounts, tax returns, and beneficial owners, and accompany you throughout the procedure so that your business continues to operate without risks.
Contact us today:
📞 +376 840 303
✉️ agoraconsultors@agoraconsultors.ad
📍 Carrer Bonaventura Riberaygua 8, 1r 1a, Andorra la Vella.
*This article is for informational purposes and does not replace professional advice. Information updated to September 28, 2026. Official sources: Law 17/2026, of July 14 (BOPA no. 92, of August 13, 2026) and note from the Government of Andorra.
