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Workbook — Setting up a SPAS in Algeria

Eight sheets to fill in, in the real order of operations: the label first, the bylaws next, the notary last.

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The simplified joint-stock company is the only Algerian form that is not a matter of choice: article 715 bis 133 of the commercial code reserves it "exclusively" to companies certified as "start-ups". The first piece of work is therefore not legal but documentary — and it is judged on documents a notary never asks for.

This workbook follows the real order of operations. Sheets 02 and 03 prepare the labelling file: the six criteria, the route chosen to establish innovative character, the documents, and deadlines that suspend — thirty days for the answer, fifteen to complete. Sheets 04 to 07 prepare the bylaws: the capital, which no longer has a legal floor but which everyone will read; the contributions-auditor choice, which binds shareholders for five years; the twelve clauses the code will not fill if the bylaws stay silent; and the appointment of the first statutory auditor, which happens in the bylaws rather than after. Sheet 08 serves after incorporation: the label renewal file cannot be reconstructed the day before filing.

What you receive

  • A 21-page PDF, designed to be printed and annotated: each sheet starts on a fresh page.
  • A target capital calculation sheet, adapted to a company with no legal minimum capital.
  • Four checklists — the six label criteria, the application documents, the twelve bylaw clauses and the final check before signing.

Included

  • French, Arabic and English versions
  • Updates with each Finance Act and each amendment to the labelling decree

Not included

  • Any guarantee that the label will be granted — that is for the national labelling committee
  • The drafting of your bylaws, which is the notary's role
  • Any legal advice tailored to your situation

Frequently asked questions

Can I set up a SPAS without a label? +
No. The last paragraph of article 715 bis 133 reserves the form to companies certified as "start-ups". The workbook explains the paradox this wording creates for a first incorporation, and why the question should be put to the CNRC office of your wilaya, labelling decision in hand.
Does the workbook replace the notary? +
No. The notary alone drafts and authenticates the bylaws. The workbook prepares the decisions the notary cannot take for you — and which, in a SPAS, no article of the code will fill in.
Must a SPAS have a statutory auditor? +
The statute does not settle it. Sheet 07 sets out both readings, the literal argument drawn from article 715 bis 135, and the position we take — while noting that no known case law confirms it.

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