Associate / Corporate
Our commercial law department is the leader in the Principality of Andorra as regards the incorporation of companies, business restructuring operations, processing of commercial authorisations, as well as in the preparation of shareholder agreements, a wide range of corporate procurement procedures and counsel in corporate and in intellectual and industrial property litigation proceedings.
Incorporation of companies and commercial authorisations
For the last three decades, our professionals in commercial law have been involved in all types of corporate operations, and particularly in the last 10 years, in which the Principality’s processes of international regulatory harmonisation have provided us with extensive experience in advising international companies that have chosen to settle in our country to undertake their operations with all the privileges that Andorra offers.
Andorra’s economic openness has led our team to become thoroughly trained in addressing and structuring foreign investments, especially with regard to the incorporation of a company or the acquisition of real estate or financial products. Our intention is none other than to enable our clients to comply with all the requirements of the Government of Andorra, while meeting the standards to carry out the incorporation of an Andorran company.
Regulatory Compliance
Our firm advises companies in processes intended to strengthen their structures to ensure effective compliance with legally established standards. For this reason, the compliance professionals at Augé Legal&Fiscal have up-to-date knowledge of money laundering prevention regulations and collaborate with the public bodies that supervise the regulatory compliance of companies located in the Principality of Andorra.
In addition, in order to provide an excellent service to our clients, the firm has an excellent collaboration relationship with all of the Principality’s banking institutions, which are, in turn, the main guarantors of regulatory compliance as regards transactions carried out in our territory.
Sale/Transfer of Equity Interest or Company Shares
Our commercial lawyers are savvy about the purchase and sale operations of corporate assets as they have supervised a significant number of purchase-sale operations or transfers of equity interest and company shares of both local and international companies. Augé Legal&Fiscal can assist in the valuation procedure and preparation of Due Diligence documentation with the intervention of our subsidiary Augé Accountants, that is specialized in these services.
Likewise, we take care of supervising compliance considering all the elements of the company law of the Principality of Andorra, advising the client on the necessary documentation to carry out the desired operation. For this reason, we provide comprehensive assistance throughout the transmission procedure, from the Board agreements that approve it, going through the study of the exercise of the right of preferential assumption of the partners and, of course, preparing and ordering all the pertinent documentation that is required by a notary to perfect the legal affair.
Corporate Restructuring
Augé Legal&Fiscal is a daily witness to the wide variety of corporate structures operating in national and international markets. As a result of organisational decisions or tax advice given to our clients, it is common for us to encounter corporate restructuring operations. For this reason, our commercial law department undertakes to supervise the creation or corporate restructuring of groups that have, for example, parent companies that diversify their holdings through international operating companies and national asset-holding companies.
Although they are less common restructuring processes, our group has conducted transfers of lines of business of international groups, as well as the creation of sub-holding systems to optimise the taxation of certain business groups. We can also assist our clients with regard to mergers, takeovers, spin-offs or global or partial transfers of assets of companies located in Andorra or abroad.
Drafting and modification of Articles of Association and commercial contracts
A large number of operations that take place within a Company require a modification of the Articles of Association. Companies can find themselves in this situation in cases as simple as a company name change or a provision for the remuneration of a director, or in cases as far-reaching as global amendments to the corporate purpose, changes to the criteria for valuing company shares or capital increases or reductions.
For this reason, the commercial law department of Augé Legal&Fiscal is actively engaged in the drafting and modification of articles of association in order to provide partners with all the changes that may be optional and in their interest and all those that are mandatory by law (and therefore we actively monitor the provisions of the articles of association of all the companies we advise).
On the other hand, and in order to regulate relationships between companies, Augé Legal&Fiscal draws up collaboration agreements, exclusive distribution agreements, franchise agreements, agency agreements, investment undertaking agreements and many others. We also organise relations between the partners in all matters that are not provided for in the articles of association through pacts or private shareholder agreements in order to ensure an adequate response to present and future collaboration requirements between the partners.
Corporate Litigation
We offer assistance at the highest level in the corporate litigation field, as our litigation team has extensive knowledge of applicable law and national and comparative doctrine and case-law. We are backed by our many successes before the highest authorities of the Principality of Andorra in litigation proceedings involving corporate disputes, disagreements between partners and many other conflicting circumstances arising from breaches of Andorran regulations.
From problems in the exercise of the right of first refusal, to partial and total challenges of corporate resolutions, through to a wide range of conflicts between partners due to the violation of the provisions of the articles of association, agreements between partners and investment commitments. Augé Legal&Fiscal represents a guarantee of experience, professionalism and transparency, because our knowledge of the law allows us to be entirely sincere with our clients as regards the chances of success of their out-of-court or in-court claims.
Banking Litigation
Although we have excellent relationships with the country’s banking institutions, it cannot be denied that there are examples of certain isolated cases of financial practices that seriously harm the population and are, to all intents and purposes, reprehensible.
For this reason, our team of lawyers has specialised in the new banking standards and operating requirements, supervised by the AFA (the country’s financial regulator), and is able to offer an impressive knowledge of the technical communiqués with which all institutions must comply, as well as the content of the case-law of the country’s highest authorities as regards abuses that harm an institution’s clients.
We are backed by multiple successful rulings in judicial proceedings to demand the enforcement of our clients’ interests, as well as the signing of out-of-court settlements that have prevented certain cases from reaching the courts.
Intellectual and Industrial Property Advice and Litigation
Augé Legal&Fiscal has extensive experience in advising and litigating intellectual and industrial property (trademarks, patents and domain names). Our specialised team represents the interests of small companies and reputable multinationals beforethe Batllia (the Court) of Andorra and coordinates cross-border matters with lawyers from other countries.
The firm also provides assistance and advice to reach out-of-court solutions throughalternative dispute resolution procedures (settlement, mediation and arbitration), both in Andorra and internationally.