Boards of directors in Andorran companies: composition, duties and liability

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👤 What truly defines a board of directors in Andorra

The board of directors is one of the corporate governance structures recognised by Andorra’s Capital Companies Act. It is a collegiate system frequently used in companies with several shareholders, more complex structures, or projects where management duties need to be shared among different directors.

The law clearly regulates:

• how many members the board must have
• how decisions are adopted
• the role of the chairperson and the secretary
• the meaning of “vocal” or “board member”
• which powers may be delegated
• each member’s legal responsibility

This article summarises the regime set out in Articles 46, 50 and 54 to 57 of the Act.

👥 Composition of the board of directors

As mentioned earlier, the board of directors is one of the governance models available to Andorran companies.

If you wish to understand the full incorporation process, you may consult ➤ Setting up a company in Andorra: steps, requirements and advantages.

And bear in mind that shareholders who are not residents must obtain prior Government approval. All details are explained in Foreign investment authorisation in Andorra: when you need it and how it works.

🟦 Minimum number of members

Article 54 provides that the board must include:

• at least three members
• a chairperson
• a secretary

There is no legal maximum: the company’s articles of association may determine the size of the board.

🟩 Who may serve as a member

Certain requirements must be met to serve as a board member or company director:

• any natural or legal person may be appointed
• legal persons must designate a natural person as their representative
• all members must formally accept their appointment and be registered with the Companies Registry

🗣️ What is a “vocal” or board member

Although the Act does not use the term vocal, it is widely used in Andorran notarial practice to refer to board members. It means:

• from vocalis (“related to voice”)
• a member without a specific internal office
• full voting and participation rights
• no superior or inferior authority compared to other members

👉 In Andorran law, vocal and board member are equivalent:
all are considered directors for every legal purpose, regardless of the designation.

⚖️ All members are directors (Art. 46)

Article 46 states:

“Any member of the board shall be considered a director for all purposes and shall participate in the functions of director of the company.”

This means:

• no categories of members exist
• all share identical duties and liabilities
• all have the same rights to information and representation
• all are equally responsible for breaches

🧨 Joint and several liability of all members (Art. 50)

Article 50 provides:

“All members of the board shall have joint and several liability.”

This implies:

• all decisions adopted by the board bind all members
• even if the chairperson signs the minutes, liability is shared
• only a member who can prove having voted against, or being unable to participate, may be exempted

🧑‍💼 Internal roles: chairperson and secretary

🟦 Chairperson of the board

The chairperson performs the traditional duties recognised by the law and corporate practice:

• convening meetings
• presiding over sessions
• managing voting procedures
• ensuring the proper functioning of the board
• signing minutes together with the secretary
• representing the board before the shareholders’ meeting and the notary

⚠️ IMPORTANT: the chairperson does not hold superior decision-making power nor a superior vote (Art. 57).
The only exception is in the event of a deadlock, where the chairperson’s vote may become decisive. This prevents paralysis but does not grant inherent superior authority.

🟪 Secretary of the board

The secretary’s essential functions include:

• drafting and keeping the minutes
• certifying the board’s decisions
• issuing certificates before notaries or third parties
• managing the board’s documentary records
• acting as the internal certifying officer

This is a formal role rather than an executive one. Like the chairperson, the secretary has additional documentary duties without superior authority.

⚠️ IMPORTANT: this is the only role that may be held by a person who is not a board member.
The secretary may therefore have no voting rights and serve purely as a documentary figure.

🧑‍🤝‍🧑 How the board operates: meetings, quorum and voting

🟩 Convening meetings

As mentioned, meetings are convened by the chairperson and may address any matter of management or representation.

The articles of association may introduce additional requirements.

🟦 Quorum and adoption of decisions (Art. 56)

Board decisions require:

• the approval of the majority of members (more than half)
• no casting vote for the chairperson, unless expressly provided in the articles or in an unavoidable tie

Some companies may adopt reinforced or simplified majorities through their articles.

🟧 Equality of voting rights (Art. 57)

Article 57 states:

“All members, irrespective of their position, participate in both right and vote.”

Therefore:

• each member has one vote
• the chairperson does not have a double vote
• the secretary votes only if they are a board member
• no hierarchical rank exists within the board

🔄 Delegation of powers: the managing director (Art. 55)

The board may delegate certain powers to one of its members, who then becomes the managing director:

• delegation must be formally adopted in a board resolution
• it is often notarised, though not legally required
• certain powers may never be delegated (e.g., accounts approval or structural decisions)

👉 Delegation does not remove joint and several liability (Art. 50).

The purpose is to allow day-to-day management without convening the full board for every decision.

🧠 Good governance practices

To ensure proper management, it is advisable to:

• clearly define internal powers in a written resolution
• maintain detailed minutes signed by the chairperson and the secretary
• avoid excessive concentration of authority
• delegate only what is necessary and with clear limits
• ensure access to information for all members
• convene regular meetings
• provide training to directors in compliance, taxation and governance

➤ To explore individual directors’ functions, you may consult the article Company directors in Andorra: liability, requirements and who can be appointed.

And if you wish to understand the tax framework for companies, see Corporate tax in Andorra: types, special regimes and deductions.

Conclusion

The board of directors is a solid and balanced system for managing Andorran companies, especially those with several shareholders or greater operational complexity. The law guarantees:

• full equality among members
• joint and several liability
• majority-based decision-making
• controlled delegation of powers
• a structured and transparent governance model

If you are considering implementing a board or improving your current governance system, an initial professional assessment can be highly beneficial.

If you would like us to review your case or provide tailored guidance, you may contact us through the form.

Or, if you prefer, book a personalised meeting through the link at the bottom of the page. We would be delighted to assist you in making the most appropriate decisions.

Last reviewed: November 2025