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Workbook — Setting up a SPA in Algeria

Nine worksheets to fill in before signing the articles: the seven shareholders, the capital and the 20% constraint, the document checklist and the countdown.

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Setting up a joint-stock company commits you for at least two full financial years: article 715 bis 15 bars any conversion before two years of existence and two approved balance sheets. The decisions gathered in this workbook are therefore taken once, before the notary, and are undone only at the price of an extraordinary general meeting.

It deals in particular with the constraint almost nobody publishes: article 619 requires the board of directors to hold at least 20% of the capital in inalienable shares between them, and a director who does not own them is deemed to have resigned automatically after three months. The composition of the board and the split of the capital therefore cannot be decided separately — that is the subject of the second calculation sheet, and it is what sets this workbook apart from its SARL counterpart.

What you receive

  • A 23-page PDF designed to be printed and annotated: each worksheet starts on a fresh page.
  • Two calculation sheets: the amount of capital, then its split under the article 619 constraint.
  • Three checklists — the documents, the eight-week countdown, and the ten-point final review before signature.

Included

  • French, Arabic and English versions
  • Updated with every finance act

Not included

  • The total cost of incorporation — part of it is proportional to the capital; the workbook gives its structure
  • The drafting of your articles, which is the notary's role
  • The contributions auditor's report, which is for an appointed professional

Frequently asked questions

How does it differ from the SARL workbook? +
By three worksheets with no equivalent: building the seven-shareholder base, splitting the capital under the 20% constraint of article 619, and choosing the statutory auditor — who in a SPA is named in the articles (article 609), therefore before signature rather than after the first financial year.
Is a statutory auditor really mandatory regardless of size? +
Yes. Article 715 bis 4 ties the obligation to the corporate form rather than to turnover: a SPA with seven shareholders and no activity is subject to it from its first financial year. That is the structural difference from the SARL, where the obligation arises on crossing a threshold.
Does it give the minimum capital? +
Yes, with its reference and its date: DZD 1,000,000, or DZD 5,000,000 in the case of a public offering, in article 594 as it stands under legislative decree 93-08. The workbook states that we could not check those amounts against a recent consolidated version in the Official Journal, and invites you to have them confirmed if your project turns on that figure.

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