SOL Fiscal · France–Andorra Advisory
Legal and Tax Advice in Andorra
Before you sign, understand what your decision commits you to:
Growing a business, selling a company, investing cash, preparing a transfer of wealth or moving to Andorra: a single decision can affect your company, your wealth and your family.
We bring these issues together in a France–Andorra analysis, alongside your existing advisers. You know what is possible, what needs to be checked, what each option involves and the order in which to proceed. The aim is practical: to give you the means to carry out your project, with written documents you can rely on and a team supporting the next steps.
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Your decisions
What decision are you facing?
You do not need to come to us with a ready-made structure. An intention and the right questions are enough to begin.
“My business is growing and I want to invest in Andorra.”
Which entity should carry the project? Who will finance it? What should remain in France? What resources and governance should be established locally?
“A business sale is approaching and I want to plan what comes next.”
What commitments already exist? When will the capital become available? How should reinvestment, personal income and family projects fit together?
“We are considering living in Andorra.”
How should departure, tax residency, company management and the obligations continuing in France be organised?
“I want to pass on wealth without giving up control too soon.”
Which rights should be retained? How should the children be involved? Which civil and tax rules apply when the family and assets are in several countries?
“A solution has been proposed to me and I want to understand its consequences.”
We can examine its assumptions, costs, operating conditions and the points that call for a different answer.
Your project remains the starting point: growing, freeing up time, investing and preparing for your children’s future.
The legal organisation should enable you to work towards these goals over the long term.
Written analysis
What we put in writing
A discussion allows us to raise the questions. The review should then leave a usable written record. The engagement letter defines the agreed work, deliverables, professionals involved and limits of the scope.
| The work | What you receive | Why it matters |
|---|---|---|
| Establish the starting position | A summary of the people, companies, assets, flows and commitments involved, with any missing information identified. | Avoid basing a decision on an unverified assumption or an incomplete document. |
| Compare the relevant options | An analysis of the options selected for review, covering legal, tax, accounting and practical consequences, along with costs that can be estimated. | Make an informed decision with a clear view of operating and exit constraints. |
| Formulate a recommendation | A reasoned position, the assumptions behind it, its conditions and any further approvals required. | Understand why an option suits your circumstances. |
| Organise implementation | A schedule working back from the target date, a list of documents and decisions required, responsibilities and coordination points with your advisers. | Know who must do what before each signature or transfer of funds. |
| Plan ongoing support | The obligations and commitments to monitor, with the agreed scope of support. | Keep the arrangements coherent once the transaction is completed. |
The conclusions distinguish the applicable rules, assumptions to confirm and matters that still require judgement. When a transaction calls for specialist advice or an approach to an administration, we make this clear before you commit.
A recommendation may be to retain the existing arrangements, simplify an organisation or create just one subsidiary. It may also be to postpone a transaction until its conditions are met.
Connecting the issues
Connect the issues that affect your decision
Business, subsidiary and financing: start with what the project needs to achieve
A French parent company can remain at the centre of the group while an Andorran subsidiary carries a new project. This is an arrangement we use in practice: it allows development in Andorra to be considered without making relocation of the group’s headquarters a prerequisite.
We examine the planned activity, shareholders, local resources, effective management and flows between companies. Equity or shareholder-loan financing is prepared with the relevant advisers: approvals, each company’s interests, financial terms, documentation and tax treatment. Accounting consolidation, where required, is separate from French tax consolidation.
The choice of a holding company’s location follows an examination of its function. It should be possible to explain what it owns, what it decides, the services it provides and the cost of administering it.
For a trademark, software or other intellectual property rights, we also establish who owns the rights and how contracts organise their use. Licences, royalties, functions actually performed and transfer pricing are addressed together. Specialist studies are entrusted to or coordinated with the relevant specialists.
Before a sale, align the transaction timetable with what you want to do next: fund a business, invest, receive income, transfer wealth or move to another country.
We review prior transactions, tax deferrals, existing commitments and the consequences of a change of residence. If a share contribution followed by a sale under Article 150-0 B ter of the French General Tax Code is planned or already in place, its conditions and timetable need to be reviewed before reinvestments are selected.
Whether the capital is economically available, who legally owns it and whether you can use it for personal expenses are three separate questions. Clarifying them early helps you build an investment plan that remains workable over time.
Sale and reinvestment: prepare the use of capitalCession et réinvestissement : préparer l’usage des capitaux
Wealth and property: organise ownership and exit
A wealth-holding structure separate from the operating business may serve a purpose. It is still necessary to decide who owns it, how it is financed, what guarantees it provides and what links remain with the business.Une structure patrimoniale distincte de l’exploitation peut avoir une utilité. Encore faut-il choisir qui la détient, comment elle se finance, quelles garanties elle donne et quels liens subsistent avec l’activité professionnelle.
Private banking, financial portfolios, property or private equity: we examine the ownership vehicle, decision-making rights, liquidity needs and exit conditions. An investment company and a Luxembourg life insurance policy follow different approaches; their protections, tax treatment and effects on wealth transfer are not equivalent.
For property, the review may cover an asset or share acquisition, refinancing, separation of usufruct and bare ownership, or bringing a company within corporate income tax. The calculation should include acquisition, income, resale, distribution of funds and wealth transfer. Personal use of a property held by a company must also be properly arranged and treated.
Civil law determines, among other things, who receives the assets, which rights each person keeps and how the inheritance or gift is arranged. Tax law determines the taxes that apply. A solution that works under civil law still needs to be reviewed from a tax perspective.
We review gifts, gifts involving a division of assets, split ownership rights and family governance rules with the relevant notaries and advisers. For a business, the review may cover the Dutreil arrangement, intermediary companies and international situations, subject to the scheme’s conditions, including business activity, ownership, commitments and management.
Moving to Andorra does not in itself eliminate French gift and inheritance taxation. Article 750 ter of the French General Tax Code requires a review of the donor’s or deceased person’s residence, the beneficiary’s residence and residence history, and the location of the assets, subject to applicable treaties.
We favour arrangements you can understand and administer. A complex foreign structure, trust or additional intermediary entity must serve a demonstrable purpose, with a full review of the obligations and effects in the countries involved.
Learn more Gifting shares between France and Andorra: which tax and civil law rules apply?
Wealth transfer: prepare each person’s rights and the taxation in each country
Facts and risks
Anti-abuse rules are addressed against the facts of the matter
The right question is specific: which rule could apply, to which transaction, and for what reasons?
We relate the legal provisions to the reality of the project: the activity, decision-makers, available resources, contracts, flows and economic or family reasons. The substance of an organisation is assessed through how it actually operates. An address or an organisation chart is not enough to explain that operation.
The note should make the weaknesses, conditions to meet and possible solutions understandable. If a transaction does not stand up to the facts or requires constraints you do not want to accept, the project should be reconsidered before it is carried out.
This work supports a documented decision. It is not a promise that there will be no tax audit or disagreement with an administration.
With your advisers
Your advisers know your history.
Let’s work with them.
Your lawyer, accountant and notary have often supported several stages of your life. Their knowledge of the matter is valuable. We can involve them from the review stage, then organise implementation with them.
Assess together, then implement with the firm
We bring together information and analysis with your existing advisers. French and Andorran issues are considered together, disagreements are addressed and approvals are identified. The firm then takes responsibility for the agreed implementation scope, alongside other professionals where their involvement is necessary.
Coordinate the matter and involve your advisers in approvals
We can also lead the review with our partners in France and involve your advisers on matters they already handle, for approval or additional work. Each person’s role is documented; the deliverables, deadlines and fees of the different professionals are clarified.
This collaboration allows methods, anonymised practical insights and useful professional contacts to be shared. A position received in a matter is always placed back in its context. It does not become a general rule.
You remain at the centre of the discussions. Information is shared in accordance with professional confidentiality, each person’s obligations and the scope agreed with you. We examine conflicts of interest and limit exchanges to the information required. Each professional retains their responsibilities.Vous restez au centre des échanges. La circulation des informations s’organise dans le respect du secret professionnel, des obligations de chacun et du périmètre convenu avec vous. Nous examinons les conflits d’intérêts et limitons les échanges aux informations nécessaires. Chaque professionnel conserve ses responsabilités.
Timetable and ongoing support
A realistic timetable, then a team for what comes next
A plan works backwards from the decisions ahead: a business sale, a move, financing, a gift or the start of an activity. We then work back through the stages, distinguishing mandatory deadlines, third-party lead times and the work we can organise together.
In our practice, allowing at least two and a half to three months to organise a company’s incorporation is an initial benchmark. A complete project involving departure, relocation and France–Andorra restructuring can take a full year, including preparation and stabilisation. These are planning benchmarks; they are neither statutory nor guaranteed deadlines.
A focused consultation follows a separate timetable, defined by the question, available documents and approvals needed. We explain dependencies and the decisions required from you so that a prerequisite is not discovered at the moment of signing.
After the transaction, check what must continue to hold
Contracts, flows, filings and governance must remain consistent with what was decided. Within the agreed support scope, we monitor ongoing commitments and changes of circumstances that may call for a new analysis.
Our monitoring of legislation, case law and administrative guidance serves this work: identifying what changes for your organisation, explaining the consequences and proposing action where appropriate. Useful updates lead to discussions and written documents suited to the matter.
Once the relocation has stabilised, we can revisit French matters left pending: property arrangements, wealth transfer, ownership of shareholdings or the movement of cash. You have a contact who knows the whole picture and can coordinate the next step.
The team
French expertise and a practice rooted in Andorra
Matthieu Bech
Managing partner · Legal specialist in French tax law and cross-border procedures · Economist, COEA no. 297
Following a career in investment banking and then independent advisory work for SMEs and mid-sized companies, Matthieu moved to Andorra to support business leaders’ decisions as a whole: business, wealth, investments and family.
This combined legal and economic perspective connects the conditions of a transaction with what it should actually enable the client to achieve. It is part of the work of a team bringing together advisory services, accounting, project management and local relations.
We all speak Catalan. We live here, work with the country’s professionals and also develop projects locally. This presence helps us organise discussions, understand local practices and monitor the practical stages of the matter.
NB — The economist’s role in Andorra
In Andorra, the economist is a regulated professional in economics and business. Their scope includes accounting, financial and tax matters, as well as business advice. In this capacity, they are involved in assessing and supporting restructurings. Tax advice forms part of this scope; lawyers also handle tax matters within their profession.
This professional framework differs from the everyday meaning of “economist” in France. At SOL Fiscal, it combines with Matthieu’s legal education and his specialisation in French tax law and cross-border procedures. Work falling within other professions is organised with authorised professionals.
Fees
Fees linked to the work you entrust to us
You should be able to understand what you are paying for: the questions examined, analyses produced, coordination required, legal documents and formalities included, and the planned ongoing support.
The engagement proposal specifies the scope, deliverables, billing arrangements and identified third-party costs or work. A review can be a standalone engagement before you decide on implementation. If the matter changes, additional work and its cost are discussed before being undertaken.
The value of advice is also measured by the decisions it enables: choosing an arrangement that can be administered, understanding a commitment before signing, preserving an exit option or deciding against a structure without sufficient purpose.
The questions to address before you begin
When should I contact you?
As soon as a decision starts to take shape, ideally before signing, moving funds or setting a departure date. A sale, financing or a gift may require transactions to be carried out in a particular order. If a deadline is approaching, tell us the date and what has already been signed so we can identify what remains possible in the time available.
What documents should I prepare for the first discussion?
Start with your objective, your timetable, the countries involved and a simple group chart if you own companies. Depending on the issue, we may then ask for articles of association, accounts, returns, contracts, ownership documents or existing commitments. We tailor the list to the engagement and collect confidential documents through the channel agreed with the firm.
How long will my project take?
We can confirm the timetable once the scope is agreed. For company incorporation, allow at least two and a half to three months as a practical guide. For a full project covering departure, relocation and reorganisation, allow a good year for preparation, implementation and stabilisation. Approvals, the bank, the notary and the availability of documents affect the timetable. A focused consultation follows its own schedule.
Should I set up a holding company or move my group to Andorra?
Only if the decision serves a useful purpose and you can meet the conditions. We may recommend keeping the parent company in France, creating an Andorran subsidiary or simplifying the existing structure. In each case we examine the consequences in France and Andorra.
Can my French business finance the project?
It is an option to review with the company’s accountant and advisers. Equity and a shareholder loan confer different rights and have different effects. Before funds are transferred, we assess the transaction’s benefit to the companies involved, who has authority to make decisions, the financing terms, the applicable obligations and how the flows are treated.
Can my lawyer and accountant stay involved?
Yes. We can work with them from the initial review or involve them in approvals and implementation. We define who does what so you know who answers each question, prepares the documents and follows up on obligations after the transaction.
Can a gift or inheritance still be taxed in France after I move?
Yes. Article 750 ter of the French General Tax Code sets out several grounds for French taxation. If the donor or deceased person is domiciled outside France, the review covers, among other factors, assets located in France and the beneficiary’s circumstances. The rule covering French and foreign assets received by a beneficiary who is tax-domiciled in France also requires them to have been tax-domiciled there for at least six of the ten years preceding the year of the transfer. The analysis takes applicable treaties into account and is separate from the civil law treatment of the transfer.
Does a written opinion settle the position for good?
A written opinion explains a position based on the facts, documents and rules at a particular date. Its scope depends on those elements and the terms of the engagement. Changes in business activity, residence, share ownership or regulation may require an update. That is why we also define what follow-up is useful after the decision.
Can we start with a review and decide what to do next afterwards?
Yes. We can agree the scope, deliverables and fees for a standalone review. You can then decide whether to proceed with the proposed implementation. If you choose ongoing support, its scope and arrangements are agreed separately.
Let’s start with the decision you need to make
Tell us what you want to achieve, what already exists and the deadline that matters to you. We can identify the initial questions and propose a scope of work.
If you would like to involve your lawyer, accountant or notary from the outset, let us know. We will organise the discussion with you.