The capital comes from abroad: who is the beneficial owner to declare?
In short: The 20 % threshold is not an answer, it is a way in. Since executive decree no. 26-163 of 20 April 2026, every legal person governed by Algerian law declares to the trade register the natural person who ultimately owns or controls it. Three tests apply in a set order, and where the capital belongs to another company — Algerian or foreign — you must follow the chain up to a human being. The 2023 form, the one that opened with “is the beneficial owner among the persons named in the registration application?”, no longer exists.
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1. What changed on 4 May 2026?
Executive decree no. 26-163 of 20 April 2026, published in Official Journal no. 32 of 4 May 2026, rebuilds the public register of beneficial owners. Its article 29 repeals executive decree no. 23-429 of 29 November 2023: the form annexed to the latter is no longer the model in force, and the five new models annexed to the 2026 text are not a re-typeset — their sections genuinely differ.
| Point | Decree 23-429 (repealed) | Decree 26-163 (in force) |
|---|---|---|
| Scope | Legal persons governed by Algerian law | Legal persons and legal arrangements |
| Form models | 1 single model | 5 models: commercial companies, civil companies, associations and non-profit organisations, wakfs, legal arrangements |
| Structure | Yes/no question, then two paths | Direct / indirect boxes, then the three tests |
| Declarant identity | Summary mention | NIN, identity document or passport with places and dates of issue and expiry, phone, email, capacity |
| Deadline | During the following month | 30 days (art. 12) |
| Recurring obligation | None | Annual confirmation before 31 December (art. 12) |
The scope has widened: the text covers legal persons governed by Algerian law and legal arrangements. Excluded are legal persons whose share capital is wholly or majority State-held, and legal persons governed by public law (article 4). A limited liability company wholly held from abroad is squarely covered — indeed it is the textbook case the scheme targets.
To produce the document itself, our beneficial owner form generator reproduces the five 2026 models, in Arabic or French, and prints from the browser. It does not answer this article's question: who to put on it.
2. How is the beneficial owner identified?
Article 15 sets a cascade, not a menu. You apply the first test; if it identifies no one with certainty, you move to the second; only failing both, to the third.
| Order | Test | Threshold or criterion |
|---|---|---|
| 1 | Effective majority participation, direct or indirect | ≥ 20 % of capital or of voting rights |
| 2 | Effective or legal power or control over direction, administration, management or the general meeting | No threshold: determining the content of decisions, power to appoint or remove the majority of directors |
| 3 | Capacity of legal representative | Backstop, where 1 and 2 fail |
Two details in the text carry real weight and are precisely the ones that get forgotten. The first shuts the door on the “nobody reaches 20 %, so there is nobody to declare” argument: article 15 requires natural persons exercising ultimate control to be identified whether or not they hold a stake above the threshold. An empty declaration does not exist in this scheme.
The second is article 16: where the holder of capital or control is itself a legal person, it is its beneficial owner that must be identified and retained. That is the whole point of the mechanism, and it is where most files get complicated.
3. What do you declare when a foreign company holds the capital?
You do not declare the foreign company. You look through it to the natural person who controls it, and that person is the one entered on the Algerian register.
Take an Algerian limited liability company with capital of 3,000,000 DZD divided into 3,000 shares — illustrative figures, chosen for the clarity of the reasoning. A natural-person shareholder holds 30 shares, or 1 %. A foreign company holds the remaining 2,970 shares, or 99 %. The reasoning runs as follows:
The point to keep: the nationality of the shareholders has no bearing on the obligation. The test is the law governing the declaring legal person. A company governed by Algerian law and held from Brussels, Dubai or Istanbul declares exactly as one held from Algiers — its chain simply has one more link, and that link is proved with foreign documents.
4. What are the most common mistakes?
What follows comes from our fieldwork, not from a regulation: these are the confusions we meet most often in the files brought to us.
An ownership chain that crosses a border?
Beneficial owner analysis test by test, reconstruction of the chain down to the natural person, list of foreign documents to apostille or legalise, filing with the CNRC and the internal register: we scope the declaration with you.
Scope my declaration5. What are the deadlines and what must be kept?
The decree installs two recurring deadlines where the old text knew only one, and an internal record-keeping obligation that lives independently of the declaration filed.
| Event | Deadline | Basis |
|---|---|---|
| Incorporation, registration, recording or approval | 30 days | Art. 12 a) |
| Start of a legal arrangement's activity in Algeria | 30 days | Art. 12 a) |
| Change to the declared information | 30 days | Art. 12 b) |
| Annual confirmation that the information is accurate | Before 31 December, every year | Art. 12 |
| Rectification required by the register officer | 15 days maximum | Art. 13 |
| Notification to the CNRC by a reporting entity | 15 days | Art. 9 |
| Reporting a breach or an incomplete declaration | 72 hours | Art. 24 |
| Retention of the internal register and information | 5 years | Art. 17 and 19 |
The annual confirmation is the calendar trap of the new text: a company perfectly compliant in March is in default on 1 January if no one confirmed before 31 December. No change of capital is needed for that — the year passing is enough.
Article 17 further requires the legal person to keep an internal ad hoc register holding the basic information and that relating to the beneficial owner, accurate, sufficient and up to date. That register can be relied on independently of what was filed with the CNRC: the two must therefore say the same thing, and it must survive five years.
6. Where and how is the declaration filed?
The declaration is filed with the services of the national trade register centre in whose jurisdiction the registered office of the legal person sits (article 8). It is presented by the authorised representatives or by persons mandated for that purpose, and it is presented electronically on the models annexed to the decree (article 10). The ministry of internal trade's communiqué on the subject names the two channels open: the CNRC's 65 local offices, and the centre's electronic platform.
The register officer does not record passively: he verifies the accuracy of the declared information by all available legal means, may call for any further document, and may require rectification of the declaration within a maximum of fifteen days (article 13).
On penalties, article 25 of the decree refers to those laid down by the legislation in force; the ministry's communiqué expressly cites article 32 bis 01 of law no. 05-01 of 6 February 2005 on the prevention of and fight against money laundering and terrorist financing, as amended. Alongside it sits a mechanism faster than any criminal procedure: authorities entitled to consult the register must report any breach or incomplete declaration to the CNRC within 72 hours of finding it (article 24).
FAQ — Frequently asked questions
Not the foreign company: the beneficial owner is always a natural person. Article 16 of decree 26-163 requires looking through the chain — where the holder of capital or control is a legal person, the beneficial owner of that legal person becomes the beneficial owner of your company. You then attach the documents establishing each link, since article 8 requires the additional documents needed where the structure is complex or spans several countries.
Yes. Article 15 is a cascade, not a single threshold. If the ownership test identifies no one, the effective-control test applies: who decides in general meeting, who appoints or removes the majority of directors, who holds de facto power. If that second test produces nothing either, the beneficial owner is the natural person holding the capacity of legal representative. The text further states that persons exercising ultimate control must be identified whether or not they cross the threshold.
The declaration filed stays on the register, but decree 23-429 is repealed by article 29 of decree 26-163 and its form is no longer the model in force. Two new obligations apply in any event: the annual confirmation before 31 December and the internal ad hoc register of article 17. And any later change is declared on the 2026 model.
Yes, and that is the main widening in the 2026 text: it covers legal persons governed by Algerian law and legal arrangements, with five separate models — commercial companies, civil companies, associations and non-profit organisations, wakfs, legal arrangements. Only legal persons whose share capital is wholly or majority State-held and legal persons governed by public law fall outside, under article 4.
As many as there are beneficial owners. Article 10 requires a separate declaration form for each, and the form itself asks the question at the foot of the page — “is there another beneficial owner than the one declared in this document?” — pointing to a separate copy for each person.
Sources and references
- Executive decree no. 26-163 of 20 April 2026 on the public register of beneficial owners of legal persons and legal arrangements — Official Journal no. 32 of 04/05/2026, text and five annexes read in full (articles 4, 8, 9, 10, 12, 13, 15, 16, 17, 19, 24, 25, 29) — Official Journal of the Algerian Republic (JORADP) · Verified on 30/08/2026
- Executive decree no. 23-429 of 29 November 2023 on the public register of beneficial owners of legal persons governed by Algerian law — Official Journal no. 76 of 30/11/2023, text and annex read; repealed by article 29 of decree 26-163 — Official Journal of the Algerian Republic (JORADP) · Verified on 30/08/2026
- Communiqué on the beneficial owner declaration: entities covered, special register kept constantly updated, five-year retention, filing at the CNRC's 65 local offices or through the electronic platform, reference to the penalties of article 32 bis 01 of law no. 05-01 of 6 February 2005 — Ministry of internal trade and national market regulation · Verified on 30/08/2026
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