The « partner agreement » does not exist in Algerian law: your articles are your only weapon

Q: Is a partner agreement signed separately from the articles useful in Algeria?

Yes, within a strict limit: it binds only its signatories. It organises their cross commitments — pre-emption, valuation, non-compete — under ordinary contract law, with no effect towards the company, the trade register or third parties. Everything that must survive time and third parties must rise into the articles, by amending notarial deed.

Q: Can a clause prevent the majority manager's removal?

No — and it is written in black and white: article 579 sets removal at the majority of members representing more than half the capital and states that any contrary clause is deemed unwritten. The only protections the text provides are financial — damages if removal is decided without just cause — and judicial, with removal for legitimate cause at any member's request.

Q: What happens to a deceased partner's shares?

They transfer freely to the heirs (article 570), and the company is not dissolved by death (article 589) — unless the articles stipulate otherwise. The articles may also subject the heirs' entry to approval, whose time limits cannot exceed article 571's on pain of nullity. Those two clauses are precisely what to arbitrate while everything is fine.

Q: Does the code impose a pre-emption clause between partners?

No read text organises contractual pre-emption or an exit valuation method: article 571 imposes three-quarter approval for sales to third parties, and stops there. Organising a purchase priority and a price therefore falls to an agreement between partners — useful, but invisible to the register: it becomes effective on the company's organisation only by rising into the articles.

Q: What is the practical difference between writing a rule in the articles and in a separate agreement?

Three differences. Publicity: the articles are published in the trade register, the agreement stays confidential. Scope: the articles bind the company and all future members; the agreement its signatories only. And proof: facing internal conflict, a statutory clause applies immediately, while an agreement requires proving its existence and validity. In practice: negotiate in the agreement if necessary — live in the articles.

BENSAID Farouk — Financial Expert 22 August 2026 9 min read Updated: August 2026

In short: Disputes between partners rarely arise from what the law says; they arise from what it leaves in silence. And the Algerian commercial code organises no regime for a « partner agreement » — that document, imported from other laws, binds only its signatories, never the company nor the register. Your weapons fit in three boxes. What the law already imposes, without any clause: three-quarter approval for any sale to a third party (article 571), the notarial deed (572), removal of the manager by more than half the capital (579). What you may write: the manager's internal powers (articles 577 and 554), written consultation of members (580), extending approval to heirs (570), the conventional organisation of exit and valuation — a field the code ignores entirely. And what the law forbids you to write: hardening the removal majority is deemed unwritten (579), as is any limit on the quarter of capital's right to call the meeting (580). Five useful clauses, two red lines, one writing order.

Keywords in this article

the code ignores the agreement: the articles command art. 579: any contrary clause deemed unwritten three-quarter approval · notarial deed the manager's internal powers, written (art. 554) written consultation if the articles provide it heirs' approval clause (art. 570) exit and valuation: the code is silent a separate agreement binds neither company nor register

1. 1. Does a « partner agreement » exist under Algerian law?

The term circulates, imported from laws that regulate it. In book V of the Algerian commercial code it corresponds to no device whatsoever: no regime, no publicity, no specific sanction. Two real instruments exist, and they do not have the same effects.

	The articles of association	The contract between signatories
Where it lives	In the notarial deed, published in the trade register	In an ordinary-law contract, outside all publicity
Whom it binds	The company, all present and future members	Its signatories only
Towards third parties	Framed by the code — with strong protection for good-faith third parties (art. 577)	No effect: a third party does not even know of it

This distinction governs the whole article: what must survive a conflict is written into the articles; what is written elsewhere is worth only the loyalty of its signatories.

2. 2. What the law already imposes, even without any clause

Before writing anything, know that most of the protection is already in the text — often exactly where founders think they must negotiate.

Situation	Mandatory rule	Article
Transfer of shares to a third party	Approval of the majority representing three quarters of capital; notarial deed	571 · 572
Removal of the manager	Members representing more than half the capital; damages if removed without just cause; judicial removal for legitimate cause at any member's request	579
Calling a meeting	A quarter of the capital may require it — any contrary clause deemed unwritten	580
Voting	One share, one vote; splitting one's vote forbidden	581
Death of a member	The company is not dissolved; shares pass to heirs	589 · 570

Read as a minority member: on those four grounds the law is already your ally. No agreement will give you more than article 579 already gives a manager evicted without just cause.

3. 3. What the law forbids you to harden — or soften — by clause

Three rules are mandatory company law: articles contradicting them are deemed unwritten, and the notary should refuse to insert them.

The removal majority is not negotiable. Article 579 fixes the rule — more than half the capital — and decides expressly: any contrary clause is deemed unwritten. Locking removal behind unanimity or opening it to a simple majority: either way, the clause falls.
The quarter-of-capital's right to call a meeting cannot be withdrawn (article 580, same sanction). A member at 20 % therefore keeps, whatever the articles say, their lever on the agenda.
A vote cannot be split (article 581): no clause may allow a member to vote both for and against the same decision.

The strategic consequence. War between partners is not won by locking removal — that is legally impossible. It is won upstream: in choosing the manager, in defining internal powers, and in organising exit. That is the object of the five clauses below.

4. 4. The five clauses that genuinely prevent war

The manager's internal powers, listed

Article 577: between members, the manager's powers are those of the articles — and in their silence, article 554 gives him all acts of management. Writing nothing hands over the full signature. The internal list does not stop good-faith third parties (art. 577 para. 2); it does something more useful: it proves, on the day of internal litigation, what the manager knew he could not do alone.

Written consultation, organised

Article 580: decisions are taken in meeting — fifteen days' notice — unless the articles provide for written consultation. For two members who trust each other, it is the clause that avoids procedural theatre; for a nascent conflict, a written trace of every position.

Approval extended to heirs — and an assumed death clause

Article 570: shares pass freely to heirs, but the articles may require their approval — within article 571's time limits, failing which the clause is void. Article 589: a contrary stipulation may even trigger dissolution upon death. Two real levers, handled knowingly with the families.

Voting representation, framed

Article 581: a member is represented by another member or by a spouse — by a third party only if the articles allow it. Allowing or forbidding third-party proxy is a balance choice: who may enter your meeting by proxy.

Early exit and its valuation, organised contractually

This is where the code is silent: no mandatory cross pre-emption, no valuation method, no liquidity calendar. Silence is filled by an agreement between you — but recall section 1: that agreement binds only its signatories and remains invisible to the register. Its strength comes on the day it becomes amended articles, not from the signed paper.

5. 5. What no clause will ever be able to do

And for the member already in office who wants to exercise control, our guide Members' rights: keeping your manager in check takes over.

Three limits survive any drafting, and better know them before signing.

No clause stops a good-faith third party. Article 577 paragraph 2 binds the company even beyond the corporate purpose and beyond written powers — our article on the manager's powers details why publishing the articles does not establish bad faith.
The separate agreement binds neither the company nor the registry. Signed yesterday, amended this morning: it stays invisible to the CNRC and the bank — only the published statutory version exists for them.
Criminal liability cannot be contracted away. Offences of the de facto manager are prosecuted independently of any clause — articles 800 to 805 also reach whoever directs from the shadows.

6. 6. In what order should you write your clauses?

List first what the law already imposes

Section 2 is your starting point: no point « negotiating » what articles 571, 579, 580 and 581 already give everyone.

Then write the manager's internal powers

It is the clause preventing most wars: a list of acts reserved for collegial decision, grounded on articles 577 and 554.

Settle the life cycle, not only daily life

Written consultation, representation, heirs' approval, dissolution-on-death stipulation: four decisions best taken when everything is fine.

Put exit in writing, then move it into the articles

Valuation, pre-emption, calendar: agree on them contractually if needed — then make them live as amended articles. The unpublished agreement is a promise; the published clause is a rule.

This page informs on applicable law. It replaces no drafting tailored to your configuration of partners: certain clauses — pre-emption, valuation, non-compete — are written situation by situation, and their effects call for verification file in hand.

FAQ — Frequently asked questions

Is a partner agreement signed separately from the articles useful in Algeria?

Can a clause prevent the majority manager's removal?

What happens to a deceased partner's shares?

Does the code impose a pre-emption clause between partners?

What is the practical difference between writing a rule in the articles and in a separate agreement?

Sources and references

Ordonnance n° 75-59 du 26 septembre 1975 portant code de commerce, modifiée et complétée — art. 554 (pouvoirs du gérant entre associés en silence des statuts), art. 570 (transmission libre aux héritiers ; clause d'agrément possible), art. 571 et 572 (agrément des trois quarts ; acte authentique), art. 576 (nomination du gérant), art. 577 alinéas 1 et 2 (pouvoirs déterminés par les statuts dans les rapports internes ; engagement de la société même hors objet social vis-à-vis des tiers de bonne foi), art. 579 (révocation à la majorité de plus de la moitié du capital ; toute clause contraire réputée non écrite ; réparation sans juste motif ; révocation judiciaire), art. 580 (consultation écrite si les statuts le prévoient ; quart du capital pour convoquer, clause contraire réputée non écrite), art. 581 (une part, une voix ; représentation par un tiers si les statuts le permettent ; interdiction de scinder le vote), art. 589 (non-dissolution au décès, sauf stipulation contraire) — Ministère du Commerce · Verified on 06/08/2026
Code de commerce, livre V — art. 800 à 805 (infractions en matière de sociétés ; extension au gérant de fait) — Journal officiel de la République algérienne — corpus lu lors de la grappe I · Verified on 19/08/2026