SICAVs in Andorra: the complete guide to Andorra’s collective investment vehicles

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What is a SICAV, and does Andorra actually have them?

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The SICAV structure was popularised in Luxembourg and France and later adopted, in various forms, across Europe — including in Spain, where it was long used for large private fortunes before regulatory tightening reduced its use. Andorra has its own, fully domestic version, created by Llei 10/2008, del 12 de juny, de regulació dels organismes d'inversió col·lectiva de dret andorrà, consolidated in a further text approved in 2014.

Under that law's preliminary definitions, a SICAV is precisely defined as an OIC (organisme d'inversió col·lectiva, or collective investment undertaking) that takes the legal form of an Andorran societat anònima — a public limited company. A SICAV is not a separate category of fund in Andorran law; it is a corporate wrapper. The same underlying activity — pooling investor capital and managing it professionally in securities, real estate, or other assets — can also be structured as a contractual fund, known as a fons d'inversió (FI), without separate legal personality. Both fall under the broader category of OIC de dret andorrà.

For anyone researching "Andorra SICAV," the distinction matters: when people talk about Andorran SICAVs, they almost always mean Andorran-law OICs structured as investment companies, registered with and supervised by the AFA, and governed end-to-end by Llei 10/2008.

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Why Andorra built its own regime

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Andorra's collective-investment framework did not emerge in isolation. Three earlier laws — on the organisation of the financial system (1993), on the operating powers of the system's components (1996), and on banking entities (1998) — had already set deadlines for regulating investment-management activity, but left the collective-investment vehicle itself undefined. Llei 10/2008 filled that gap, at a moment when Andorra's banking sector was expanding its private-banking activity and needed a domestic wrapper equivalent to the SICAV structures its clients already knew from Luxembourg, France, and Spain.

Two later developments shaped how the regime is used today. First, Andorra's 2012 reform allowing 100% foreign ownership of Andorran companies — previously capped at 49% for non-residents — opened the door to a broader international investor base. Second, the consolidation of Andorra's banking sector around a small number of large groups means that, in practice, most active Andorran SICAVs are managed by the asset-management arm of one of these groups, with the same group typically also acting as depositary — a concentrated but well-capitalised ecosystem, unlike the fragmented, multi-provider market in Luxembourg.

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The legal and regulatory framework

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Every Andorran SICAV operates inside a single regulatory perimeter:

• Llei 10/2008 is the master law. It defines the OIC and the SICAV, sets the legal forms available, fixes minimum capital, and lays out investment-policy rules, valuation methods, subscription and redemption mechanics, and investor-protection obligations.
• The Autoritat Financera Andorrana (AFA) — Andorra's unified financial supervisor, formerly known as INAF — authorises and registers every SICAV, its management company, and its depositary before they can operate, and issues implementing communications that refine technical rules.
• Every authorised SICAV receives a public AFA registration number, and its offering documents — a full prospectus and a shorter, investor-facing simplified prospectus — must be filed with and approved by the regulator before shares can be marketed.

Because Andorra is not an EU or EEA member, an Andorran SICAV does not benefit from the EU's UCITS cross-border marketing passport that a Luxembourg or Irish fund enjoys — one of the defining practical differences covered later in this guide.

The three types of Andorran collective investment vehicles

Llei 10/2008 classifies OICs — and therefore SICAVs — into three categories by investment policy.

OICVM — securities-based vehicles

Organismes d'Inversió Col·lectiva en Valors Mobiliaris invest primarily in transferable securities: listed shares, bonds, money-market instruments, and other liquid financial instruments. Their investment rules are designed to be broadly compatible with the philosophy of the EU's UCITS directives, even though Andorra sits outside the passporting regime. Most Andorran SICAVs marketed by private banks fall into this category.

Real-estate OICs

These vehicles invest mainly in real property and real-estate-related rights. Andorran law requires that at least 90% of the average annual monthly balance of the fund's assets be invested in real estate to qualify — a materially stricter concentration test, reflected in a much higher minimum capital requirement.

"Other OICs" — free-investment vehicles

Sometimes described as Andorra's answer to hedge funds, this category allows alternative assets and more complex strategies, departing from the diversification limits that apply to OICVM. AFA classification communications determine how a given SICAV's strategy is categorised within this bucket.

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Minimum capital and structural requirements

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Articles 10 and 30 of Llei 10/2008 fix the minimum net asset value an Andorran OIC must reach:

Two structural points stand out for comparison with other European fund centres:

• No minimum number of shareholders. Unlike Spain's historical SICAV regime, which for years required 100 shareholders, Andorran law imposes no equivalent headcount rule — materially simplifying governance for a single-family or single-investor vehicle.
• Sub-funds (compartiments) are common practice. Rather than incorporating and capitalising a new SICAV, an investor can subscribe to a dedicated compartiment inside an existing, already-authorised umbrella SICAV — typically faster and less costly than launching a stand-alone vehicle, and the structure used by several SICAVs currently registered in Andorra.

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Who runs a SICAV: manager, depositary, auditor

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An Andorran SICAV is never self-managed. Llei 10/2008 requires three separate, independently regulated parties:

The SICAV's own bylaws (estatuts) or, for a contractual fund, its regulation (reglament), together with the full and simplified prospectuses required by Articles 55–56 of Llei 10/2008, set out its investment policy, risk profile, fee structure, and the identities of its gestora, dipositària, and auditor — published and offered free of charge to investors before subscription.

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Setting up a SICAV in Andorra: the steps

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While every case differs, launching an Andorran SICAV — as a stand-alone company or a new compartiment — generally follows this sequence:

1. Choose the structure. A stand-alone SICAV, or a sub-fund of an existing umbrella SICAV — the faster, typically cheaper route.
2. Engage an authorised SGOIC. Every SICAV needs a licensed management company from the outset, usually the entry point for the whole process.
3. Draft the constitutional documents. Bylaws or fund regulation, investment policy, and full and simplified prospectuses, per Articles 9, 17, and 55–56.
4. Reserve the company name with the relevant commercial registry, for a stand-alone SICAV.
5. Capitalise the vehicle to the applicable minimum (€1,250,000 or €6,000,000).
6. Obtain AFA authorisation. The regulator reviews manager, depositary, auditor, bylaws, and prospectuses before registration.
7. Maintain ongoing compliance. Minimum capital, periodic net asset values, audited accounts, and continuing AFA reporting and disclosure obligations.

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How Andorran SICAVs are taxed

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Taxation is the feature that most differentiates the Andorran SICAV from an ordinary holding company — and the area where precision matters most.

The vehicle itself: a 0% corporate tax rate

Andorra's general corporate income tax (Impost sobre Societats, Llei 95/2010) applies a headline rate of 10%. Llei 95/2010 carves out a special 0% rate for qualifying Andorran-law collective investment undertakings — OICs, including SICAVs, properly constituted under Llei 10/2008. In practice, the SICAV pays no Andorran corporate tax on the capital gains, dividends, or interest it earns inside the vehicle.

The 2023 fiscal-transparency reform

Until 2023, the 0% rate at vehicle level, combined with Andorra's favourable personal treatment of dividends, made SICAVs attractive largely irrespective of who controlled them. Llei 5/2023, del 19 de gener, de mesures per a la reforma de la imposició directa changed that, inserting a fiscal-transparency provision (Article 17 bis of the corporate tax law) into Andorra's direct-tax framework.

If an Andorran tax resident — individual or company — exercises effective control (generally above 50%) over an OIC benefiting from the 0% rate, its income must be attributed directly to the controlling resident and included in their own IRPF or IS taxable base, whether or not any dividend has been distributed. This is the single most important recent legal development for anyone structuring a SICAV around Andorran residency.

Resident individual shareholders

For Andorran tax-resident individuals below the control threshold, dividends distributed by Andorran companies — including SICAVs — are, as a general rule, exempt from IRPF under Llei 5/2014. Capital gains on the sale of shares in Andorran companies can also benefit from exemptions under conditions tied to stake size or holding period; the current text of Llei 5/2014 should always be checked directly.

Non-resident shareholders

Non-residents are taxed under Llei 94/2010. As a general rule, Andorra applies no withholding tax on dividends or capital gains paid to non-resident shareholders. They remain taxable in their own country of residence, which in most cases taxes worldwide income; Andorra's growing double-taxation treaty network can offer relief in specific circumstances.

Why control percentage matters twice over

Two distinct reasons explain why advisors caution against majority ownership without careful planning: Andorra's own 2023 rule looks at control by Andorran tax residents; separately, many home-country CFC regimes let a resident's own country "look through" a majority stake in a non-EU vehicle and tax it directly — a feature of the investor's home jurisdiction, not of Andorran law. For this reason, it is common — and generally advisable — to establish Andorran tax residency and plan ownership percentage deliberately before investing significantly in a SICAV.

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SICAVs and Andorran residency: the 2026 update

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SICAV investment is closely linked, in practice, to Andorra's passive residency regime for individuals without local employment — a regime that changed substantially in early 2026 under Llei 2/2026 (the "Llei Ómnibus 2" reform).

• The general minimum investment threshold rose from €600,000 to €1,000,000 in eligible Andorran assets — or €400,000 via the government's Housing Fund (Fons d'Habitatge).
• Eligible asset classes explicitly include real estate; shares in Andorran resident companies; debt or financial instruments issued by resident entities — including participations in Andorran collective investment vehicles, subject to a 36-month structural limit; public-administration debt; life insurance with Andorran entities; and non-interest-bearing AFA deposits.
• The mandatory AFA deposit, previously refundable, is now a non-refundable, definitive contribution of €50,000 for the main applicant, plus an additional non-refundable amount per dependant.
• Where the route relies partly or wholly on real estate, at least €800,000 must be allocated to each individual property acquired.

A SICAV allocation can, under current rules, count toward the investment route to passive residency — within the specific conditions Llei 2/2026 sets for financial-instrument investments, including the 36-month limit. Treat this as fast-moving law: thresholds have changed twice in under five years, and figures should be reconfirmed with the Departament d'Immigració and the AFA before any commitment of capital.

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Andorra vs. Luxembourg and other jurisdictions

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Luxembourg remains Europe's dominant SICAV domicile by assets under management, and is the natural comparison point.

Feature	Andorran SICAV	Luxembourg SICAV
Governing law	Llei 10/2008	Law of 2010 on UCIs, related regimes
Regulator	AFA	CSSF
EU / UCITS passport	No	Yes, for UCITS-compliant vehicles
Tax on the vehicle	0% corporate tax	Exempt, subject to annual subscription tax
Minimum shareholders	None	No strict minimum for many structures
Minimum net assets	€1,250,000 (€6,000,000 real estate)	Varies; typically reached within months

Two further reference points are worth distinguishing. Malta, as an EU and eurozone member, offers UCITS and AIF structures with full EU passporting — a fundamentally different proposition aimed at managers needing EU-wide distribution rather than a personal wealth-holding structure. Switzerland, also outside the EU, runs a FINMA-regulated framework built around a far larger, more internationally recognised fund industry, with correspondingly higher cost and complexity. Andorra sits between the two: a compact, bank-centred, low-tax vehicle for private clients with — or building — a genuine connection to the Principality, not a platform for third-party fund distribution.

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Who typically considers an Andorran SICAV

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• High-net-worth individuals and families consolidating diversified securities portfolios inside a single, professionally managed, 0%-taxed structure, usually alongside Andorran tax residency.
• Investors planning relocation or succession, using a SICAV as part of a broader plan that may also involve Andorran passive residency under Llei 2/2026.
• European investors evaluating alternatives to Luxembourg, drawn by comparable regulatory rigour — an authorised manager, an independent depositary, mandatory audit, a supervising regulator — at generally lower setup and maintenance cost, in exchange for a smaller ecosystem and no EU passport.

A SICAV is generally not the right tool for retail-scale savings, investors needing broad EU cross-border distribution, or anyone unwilling to engage a qualified Andorran tax advisor to navigate the 2023 transparency rules alongside their home country's own regime.

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Risks and compliance considerations

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• Fiscal transparency is now the default assumption for controlling residents, not an edge case — the 0% rate at vehicle level no longer automatically means 0% tax for a controlling Andorran resident.
• Home-country CFC rules can override the Andorran outcome entirely for non-resident or dual-residency investors; Andorran law cannot shield an investor from their own country's controlled-foreign-company regime.
• No EU passport constrains distribution. Marketing into the EU typically relies on private placement or reverse solicitation, and rules differ by member state.
• Substance and effective management matter — genuine board decisions, a real SGOIC relationship, and real depositary oversight distinguish a compliant structure from one foreign authorities could challenge as artificial.
• Residency and investment thresholds are in flux. Figures still circulating online — €600,000, a refundable €15,000–€47,500 AFA deposit — are superseded by the 2026 reform.
• Always verify current registration against the AFA's public records before an investment decision.

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Glossary

SICAV	Societat d'Inversió de Capital Variable — an Andorran OIC structured as a public limited company with variable share capital.
OIC	Organisme d'Inversió Col·lectiva — the umbrella category for any Andorran collective investment undertaking, including both SICAVs and FIs.
FI	Fons d'Inversió — a contractual Andorran vehicle without separate legal personality, the non-corporate alternative to a SICAV.
OICVM	An Andorran OIC investing mainly in transferable securities, closest in spirit to a UCITS fund.
AFA	Autoritat Financera Andorrana — Andorra's unified financial regulator, formerly INAF.
SGOIC	Societat Gestora d'Organismes d'Inversió Col·lectiva — the AFA-authorised management company.
Dipositària	The depositary entity, typically an Andorran bank, holding custody of a SICAV's assets.
Compartiment	A sub-fund of an umbrella SICAV, with its own policy and net asset value, under one legal entity and AFA registration.

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