The Government deploys the regime of sports joint-stock companies by decree

The Government has approved Decree 408/2026, of October 14, 2026, which deploys the Regulations for Public Limited Companies with a Sporting Purpose (SAOE) and establishes how these companies are constituted, financed, and controlled. The regulation is published in the Official Bulletin of the Principality of Andorra, no. 119, of October 21, 2026, within the Regulations section, and enters into force the day after publication, that is, October 22.

The regulation complies with the mandate of the third final provision of Law 23/2025, of November 13, which modified Law 37/2018, of December 20, on sport in the Principality of Andorra. The text starts from the observation that the professionalization of high-level competitions requires more complex economic management structures, and does so without renouncing the Andorran model: the sports club remains a non-profit entity and retains primary responsibility for grassroots sports, lower categories, and the training of young athletes.

The decree bears the signature of the Head of Government, Xavier Espot Zamora, and was approved upon the proposal of the Minister of Culture, Youth, and Sports. It consists of three chapters, fourteen articles, and one transitional provision.

Constitution and safeguarding of the club

The decision to create an SAOE corresponds to the general assembly of the club, by an absolute majority of those attending or represented, and does not entail the dissolution of the club. The corporate name must include the acronym “SAOE”, the corporate purpose must be exclusively participation in official competitions, and each company may only compete in a single sporting modality.

The members of the promoting club have a preferential subscription right to all the initial capital, with two successive rounds of thirty days under equal conditions. Furthermore, the club cannot hold more than 10% of the shares of the newly created company.

The minimum share capital is calculated by adding three concepts:

• The current legal minimum regarding public limited companies.
• The absolute value of the club’s negative net equity immediately before the process.
• The amount necessary so that the SAOE is not born in a state of equity imbalance.

Contributions must be monetary and all shares must be nominative.

Administrative validation and agreement with the club

The registration of the deed in the Companies Registry is subject to a validation certificate from the ministry competent in sports matters. To obtain it, the draft statutes, the creation report, and the draft agreement must be presented; the corresponding Andorran federation must issue, within ten business days, a mandatory but non-binding report.

The memorandum must identify the club, the capital and the nominal value of the shares, the members of the board of directors, the associates and the shareholders along with the beneficial owners, and must be accompanied by board certificates, sworn statements from the future directors, annual accounts, an audit report, and an agreed-upon procedures report on assets, net equity, and liabilities.

The agreement between the club and the SAOE is mandatory and must cover, at a minimum, eighteen points, including:

• The independence of the parties and the term of validity.
• The use of the club’s distinctive signs and the economic consideration.
• Measures to promote grassroots sports and the transfer of athletes.
• The regime for the use of sports facilities.
• Financial flows and guarantees against unjustified asset transfers.
• The protection of identity, symbols, colors, and territorial roots.

Shareholding limits and incompatibilities

No natural or legal person may simultaneously hold more than 5% of the shares in two or more SAOEs participating in the same competition. The calculation includes direct holdings, those of the same group, those of companies with common management or coinciding shareholding, and those of persons acting in concert.

Nor may those who fall under the prohibitions of commercial regulations or those who have been sanctioned for a very serious sports infringement in the last five years be directors. It is prohibited to sit on more than one administrative body of rival SAOEs, on more than one board of directors of rival clubs, or, simultaneously, on the body of an SAOE and the board of a club that compete against each other.

Companies must notify the ministry and the federation of any amendment to the bylaws within a maximum of three months, and prior to any transfer of shares reaching 25% of the capital. They must also annually declare the beneficial owners.

Five years to regularize

The transitional provision grants five years to already constituted SAOEs that do not meet the shareholding limits of articles 5.4 and 11.1 to regularize their structure, a period during which the suspension of political rights provided for irregular transfers does not apply.

The regulation arrives as Andorran professional sports increasingly depend on external investors: the regulation establishes for the first time a stable framework to separate the economic risks of the club and, at the same time, prevents the same capital from controlling several competitors in the same league.

Fuente: Butlletí Oficial del Principat d’Andorra, núm. 119, 21 d’octubre del 2026, secció 03. Govern / Reglaments, pàg. 1-8 (referència oficial: Decret 408/2026, del 14-10-2026).