📌 In short. The Algerian SARL has had no minimum share capital since Law No. 15-20 of 30 December 2015: it is set freely in the articles, with at least one fifth of cash contributions paid up at incorporation. It brings together 2 to 50 partners, is formed by notarial deed, and comes into existence on the day it is registered on the commercial register. Above DZD 10 million of turnover it must appoint a statutory auditor. The decisions that matter — capital, corporate purpose, exit clauses — are taken once, before signature.
Key points
Chapter 01
The Algerian SARL: what the legal form actually changes
The société à responsabilité limitée — SARL, Algeria's limited liability company — accounts for the large majority of companies on the commercial register. That dominance is not an administrative accident. It is the only form that combines the three properties a mid-sized business needs: liability capped at the amount contributed, light governance, and normal access to bank credit and public procurement.
Two practical consequences follow from choosing it, and they matter more than all the others.
First, your personal estate stops being exposed. A sole trader registered as a natural person answers for business debts out of personal assets, home included. A SARL partner answers only up to the value of the shares subscribed. That distinction collapses the moment you sign a personal guarantee for your bank — which Algerian banks request as a matter of routine from young companies. The protection is real against suppliers, the tax administration and ordinary creditors; it is neutralised against the bank until the company has a track record.
Second, the company becomes a third party. It has its own estate, its own accounts, its own bookkeeping and its own tax position. Money credited to its account is no longer yours: it leaves as a manager's salary, as dividends voted in general meeting, or as repayment of a partner's current account. Any other withdrawal is an irregular one — and it is the leading cause of qualification in the statutory audit reports we issue.
EURL, SARL, SPA, SNC: the decision table
| Criterion | EURL | SARL | SPA | SNC |
|---|---|---|---|---|
| Partners / shareholders | 1 | 2 to 50 | 7 minimum | 2 minimum |
| Minimum capital | free | free | DZD 1,000,000 (DZD 5,000,000 with a public offering) | free |
| Liability | capped at contribution | capped at contribution | capped at contribution | unlimited and joint |
| Management | manager (gérant) | one or more managers | board or executive board | manager |
| Admitting a new partner | converts into a SARL | partners' approval required | shares transfer freely | unanimous consent |
| Suited to | a single founder | SMEs, two founders or more | fundraising, large contracts | rare — avoid without advice |
Moving from EURL to SARL is not a wall. A single-member company that admits a second partner becomes a SARL through a simple amendment to the articles — no new legal entity, no break in the company's history. Starting alone and opening the capital later is an ordinary trajectory, not a decision you will have to undo.
Chapter 03
Partners, shares and management: who decides what
A SARL has between 2 and 50 partners. That ceiling also changed in 2015: article 590 of the Commercial Code moved from 20 to 50. Beyond 50, the company has one year to convert into a joint-stock company, failing which it is dissolved — unless the number falls back to 50 or fewer within that period.
The legislator justified the increase by Algerian reality: the SARL is often a family business whose shares pass between ascendants and descendants. A ceiling of 20 forced conversions into SPAs that had no economic logic, only an inheritance logic.
Shares do not circulate freely
This is the structural difference from an SPA. A share in an SPA is transferred; a share in a SARL must be approved. Article 571 of the Commercial Code makes transfer to a third party outside the company conditional on the consent of a majority of partners representing at least three quarters of the capital. Between partners, between spouses, and between ascendants and descendants, transfer is free in principle — but the articles may restrict it. In every case, article 572 requires a notarial deed: a transfer of shares recorded in a private document does not exist.
That rigidity is a protection: it stops a partner selling to a competitor. It becomes a trap the day a partner wants out and nobody wants to buy. Which is why the exit clause must be written at incorporation, while relations are good — not three years later.
The unlocking mechanism few founders know about. Article 571 does not stop at refusal of approval — it puts refusal on a clock. If the company refuses the transfer, the partners have three months to buy the shares or arrange their purchase, at a price set by an approved expert appointed by the parties or, failing agreement, by order of the president of the court. That period may be extended once by court decision, without exceeding six months. The company may also, with the transferring partner's consent, reduce its capital to buy the shares back. And if nothing has happened by the end of the period, the partner may complete the transfer originally planned. Any clause to the contrary is deemed unwritten: a refusal of approval therefore cannot lock a partner into the company indefinitely.
The unlocking mechanism few founders know about. Article 571 does not stop at refusal of approval — it puts refusal on a clock. If the company refuses the transfer, the partners have three months to buy the shares or arrange their purchase, at a price set by an approved expert appointed by the parties or, failing agreement, by order of the president of the court. That period may be extended once by court decision, without exceeding six months. The company may also, with the transferring partner's consent, reduce its capital to buy the shares back. And if nothing has happened by the end of the period, the partner may complete the transfer originally planned. Any clause to the contrary is deemed unwritten: a refusal of approval therefore cannot lock a partner into the company indefinitely.
The manager
A SARL is run by one or more managers, necessarily natural persons, partners or not. Three points deserve attention:
| Question | What to know |
|---|---|
| Named in the articles or appointed separately? | Naming the manager in the articles makes removal hard: any dismissal becomes an amendment to the articles, therefore another visit to the notary. Appointing by separate instrument preserves flexibility. It is a trade-off between stability and agility, and it should be a conscious one. |
| Merchant status | Registration confers legal personality on the company and merchant status on the managers only, not on the partners. A passive partner is not a merchant. |
| Term of office | If the articles are silent, the manager is appointed for the life of the company. In practice a fixed renewable term prevents a great deal of conflict. |
| Social security | A majority partner-manager falls under CASNOS (self-employed scheme); a minority or non-partner manager paid under an employment contract falls under CNAS. The difference in contributions and cover is material. |
Related-party agreements
A partner who leases premises to their own company, invoices it for services, or leaves an advance on current account enters into a regulated agreement. It must be disclosed to the general meeting and covered by a special report from the statutory auditor where one has been appointed.
The reverse movement — the company advancing money to its own director — calls for a distinction most guides skip. The Commercial Code expressly prohibits loans to directors only in the joint-stock company: article 628 bars directors, on pain of absolute nullity, from borrowing from the company, obtaining an overdraft on current account from it, or having it guarantee their personal commitments; article 671 imposes the same prohibition on members of the management and supervisory boards. The chapter devoted to the SARL contains no equivalent provision.
It would be unwise to conclude that the practice is risk-free. A debit partner current account in an SARL is not void, but it is liable to be recharacterised as a distribution of profits by the tax authorities, it generates deemed interest income, and it ranks first among the statutory auditor's control points. The difference is one of nature: in an SPA the act is void; in an SARL it is lawful but expensive. For anyone still weighing the two forms, that is one more criterion.
Chapter 04
The procedure, step by step
Sequence matters. Each document conditions the next, and a mistake upstream — a rejected company name, an unregistered lease — is paid for in weeks.
Reserve the company name with the CNRC
File three proposals in order of preference, on the Sidjilcom portal or at the counter. The CNRC issues a name certificate valid for a limited period. Check beforehand that the name is not taken and does not conflict with a registered trade mark: that is the commonest ground for refusal.
Evidence the registered office
Title deed, registered commercial lease, or a domiciliation contract with a licensed provider. The lease must be registered with the tax authorities — an unregistered private lease is routinely rejected when the file is filed.
Draft and sign the articles before a notary
The articles are executed as a notarial deed. This is not a CNRC practice but a requirement of article 545 of the Commercial Code, and it is sanctioned: the company is, on pain of nullity, evidenced by an authentic instrument. The decisive clauses: form, name, registered office, corporate purpose, duration, capital and share allocation, identity of the manager(s), majority rules, financial year. This is where the structural decisions are made — and the stage most often rushed.
Deposit the funds with the notary
At least one fifth of cash contributions, the whole of contributions in kind. The notary issues the deposit certificate, which is then filed with the CNRC. Funds are released to the manager only after registration.
Publish the legal notice in the BOAL
Incorporation is published in the Official Bulletin of Legal Notices. Publication is a precondition to filing the final registration file.
Register with the commercial register
Filed with the CNRC: notarised articles, name certificate, evidence of registered office, funds deposit certificate, managers' identity documents and criminal record extracts, forms. Registration, and registration alone, brings the legal entity into existence.
Obtain the tax identification number (NIF)
From the competent tax office, on production of the commercial register extract. The NIF governs everything that follows: invoicing, VAT, bank domiciliation for imports, bidding for public contracts.
Register with social security bodies and open the bank account
CNAS for employees, CASNOS for a self-employed manager, within the statutory affiliation deadlines. Then open the company bank account, release the funds, and have the company stamp made.
The corporate purpose is the clause founders regret most. Drafted too narrowly, it bars you from an adjacent activity without returning to the notary and amending the commercial register. Drafted without reference to the CNRC activity codes, it produces a register extract unusable for the activity actually carried on — and a blockage at the first import bank domiciliation.
Chapter 05
What it costs and how long it takes
Formation costs are not set by a single tariff: they combine fixed duties, duties proportional to the capital, notarial fees and freely priced services. The figures below are orders of magnitude observed in 2026 on the files we support, not regulatory tariffs; they vary by wilaya, by notary and by the complexity of the articles.
| Item | Order of magnitude | Note |
|---|---|---|
| Company name certificate (CNRC) | a few thousand DZD | three proposals filed at once |
| Notarised articles (fees + duties) | the main item | partly proportional to the capital: a higher capital costs more to incorporate |
| Registration of the articles | fixed + proportional duty | payable before filing with the CNRC |
| BOAL publication | per line of notice | depends on the length of the text |
| Commercial register filing | registration duty | plus the cost of the extract |
| Registration of the commercial lease | proportional to the rent | routinely left out of budgets |
| Stamp, record extracts, duty stamps | marginal | — |
That is not the budget that matters. On virtually every file we appraise, formation costs represent under 3% of the first year's funding requirement. Negotiating hard on the notary's quote while under-sizing six months of working capital is the commonest allocation error — and the most expensive.
Timeline
Allow three to six weeks between the first meeting with the notary and actually trading, provided the file is complete from the outset. Name reservation and registration each take a few days to two weeks; the rest of the calendar is down to you.
Three causes of delay recur: a name rejected by the CNRC, forcing a restart; a lease that is unregistered or whose declared use does not match the activity; and a criminal record extract for a partner resident abroad. None of the three is unforeseeable.
Chapter 06
What begins on the day of registration
Many founders treat the commercial register as a finish line. It is a starting line: accounting, tax and social obligations are born that day, and penalties run from the first breach.
Accounting
A SARL keeps full accounts under the Système Comptable Financier (SCF), Algeria's IFRS-derived framework. It must open and have its statutory books stamped and initialled — general journal, inventory book, minute book —, prepare annual financial statements, have the accounts approved by the ordinary general meeting within six months of the year end, and file its accounts with the CNRC.
Tax
| Tax | Rate | Base |
|---|---|---|
| IBS — corporate income tax | 19% | goods manufacturing |
| 23% | construction, public works and hydraulics; tourism and spa activities (excluding travel agencies) | |
| 26% | all other activities — including trade and services | |
| VAT | 19% / 9% | standard / reduced rate |
| Dividend withholding | 10% | income from shares in the capital — final withholding (art. 104-I-4 CIDTA) |
| IBS — reinvested profits | 10% | reduced rate, subject to the conditions of art. 142 bis CIDTA |
| TAP | repealed | the whole of title III of the CIDTA, articles 217 to 231, was repealed by article 14 of the 2024 Finance Act |
A company with mixed activities must split its turnover by activity: article 150 of the CIDTA determines the profit taxable at each rate according to the share of turnover declared or assessed for each activity. Without persuasive analytical accounting, the administration applies the highest rate to the whole. It is a classic audit adjustment, and it is avoidable from the moment the chart of accounts is set up.
Two definitions in the same article deserve reading before you pick a rate. Goods manufacturing, which opens the 19% rate, means extraction, manufacture, shaping or transformation — excluding packaging or commercial presentation for resale. And construction, public works and hydraulics qualify for the 23% rate only where the activity is registered as such in the commercial register and gives rise to the sector's specific social contributions. The IBS rate is therefore settled when the corporate purpose is drafted, not when the return is filed.
Getting money out: three channels, three regimes. A manager's salary is deductible from profit but bears personal income tax and contributions. A dividend is not deductible — it is paid out of profit already taxed to IBS — and then suffers the 10% final withholding. Repayment of a current account is not taxed, but it presupposes the advance was genuinely made and documented. Arbitrating between the three is a year-end exercise, not an improvised cash decision.
Social security
CNAS affiliation for every employee from the date of hire, CASNOS affiliation for a self-employed manager, plus periodic returns and payments. A failure to affiliate can be put right, but with surcharges and retroactive settlement that weigh heavily on a young company's cash.
Chapter 07
When your SARL must appoint a statutory auditor
This is the most widely ignored obligation among Algerian SARLs, and the most painful to put right — because it cannot be put right retroactively: an uncertified financial year stays uncertified.
The obligation does not rest on a single figure but on a set of alternative tests. A SARL must appoint a statutory auditor as soon as it exceeds a threshold of share capital, of turnover or of permanent headcount — one is enough. Reasoning on turnover alone, as most online sources do, leads companies with high capital or a large workforce to believe they fall outside the scope when in fact they do not.
A reservation we would rather state. The figures in circulation diverge between sources — on turnover as on capital — and we did not want to publish one we could not tie back to a text read in the Journal officiel. The useful rule, the one that does not vary, is the structure of the test: three alternative criteria, assessed company by company. If your SARL is approaching any of them, the question is settled on your actual position rather than on a number read on a forum — and an audit firm will tell you in a single conversation.
Three points the thresholds alone do not convey:
- The test is applied to the financial year, not to the forecast. A company that crosses one of the criteria mid-year must appoint an auditor for that year. Waiting for the following year leaves an uncertified year in the company's history.
- Some activities are caught regardless of turnover, importing first among them. The rule follows the nature of the activity, not only its size.
- The mandate runs three years and may be renewed once only. Article 27 of Law 10-01 sets the term at three years renewable once, and bars reappointing the same auditor after two consecutive terms until three years have elapsed. A SARL that keeps the same auditor beyond six consecutive financial years is therefore in breach, even if nobody points it out. And the auditor can be removed only on limited grounds: this is not a supplier you swap at will, it is a control body.
The consequences of failing to appoint go well beyond the fine the manager incurs. Uncertified accounts block, in practice:
- transferring dividends abroad — the transfer file requires the statutory auditor's report as a matter of regulation;
- the processing of most investment credit applications above a certain amount;
- bidding for some public contracts and for tenders run by structured private buyers;
- any share transfer, investor entry or valuation, for want of financial statements a counterparty can rely on.
A SARL targeting any of those four outcomes within three years is better off appointing an auditor before it is obliged to. Certifying the first year is incomparably simpler than reconstructing three uncontrolled ones.
Foreign shareholders should read this section twice. Dividend repatriation is where an Algerian subsidiary either works or does not, and the statutory auditor's report sits in the middle of that file. A holding structured without an auditor from year one will find the constraint at exactly the moment it is most costly to fix.
Chapter 08
Six incorporation decisions founders regret eighteen months later
They cost nothing to fix while the articles are being drafted. They cost a notary appointment, a general meeting and an amendment to the commercial register — sometimes litigation — once they surface.
Capital set at the old minimum
DZD 100,000 "because that's the minimum". It has not been the minimum since 2015, and it was never a sizing exercise. Result: negative working capital on the first balance sheet, and a credit file that fails the structural analysis.
A corporate purpose drafted too narrowly
Written for day-one activity, without the foreseeable adjacent ones. The first extension then requires amended articles, publication and a change to the commercial register.
No exit or pre-emption clause
Two partners at 50/50, nothing on deadlock, nothing on buy-out, nothing on death. One disagreement is then enough to paralyse every decision, with no way out other than the courts.
A manager named in the articles without thinking it through
Removal becomes an amendment to the articles. Depending on the situation that is the protection sought or the lock you have to live with — but it should be a choice, not a drafting oversight.
Contributions in kind that were never seriously valued
Overvalued equipment inflates the capital without adding substance. It produces a misleading net asset position, depreciation charges with no economic counterpart, and a certain audit qualification when the time comes.
The partner current account used as a personal account
Undocumented advances become, withdrawal after withdrawal, a debit balance — the company financing its own director. In a SARL the act is not void as it would be in an SPA (articles 628 and 671 of the Commercial Code), but it is liable to recharacterisation as a distribution of profits, it generates deemed interest income, and it is raised on every statutory audit. A current account agreement, written at the outset, costs one page and avoids the reassessment.
The right time to have your articles reviewed is before you sign them. A notary guarantees the deed is valid; a notary does not size your capital, does not anticipate your funding plan, and does not write your exit clauses for you. Those three belong to financial advice, and they are decided once — at the start.
The “Setting up a SARL in Algeria” workbook
Ten worksheets to fill in, not to read. They take the decisions in this guide one by one and turn them into questions you answer before you walk into the notary's office — not after.
- Size your capital from your first two financial years, not from a legal minimum that no longer exists
- The six trade-offs in the articles, with the consequence of each option
- The document checklist and a week-by-week countdown
- The “do I need a statutory auditor?” test applied to your own case
- The final review, to run before you sign
Size the capital before the articles are signed
We quantify the funding requirement of your first two financial years and derive the capital to be stated — before the notary appointment, not after the bank says no.
Frequently asked questions
There is none. Law No. 15-20 of 30 December 2015 rewrote article 566 of the Commercial Code: capital is set freely by the partners in the articles. The DZD 100,000 floor was abolished, even though it is still quoted by many websites, institutional ones included. At least one fifth of cash contributions must nevertheless be paid up at incorporation, with the balance within five years.
Between 2 and 50. With a single partner the company is an EURL — a single-member SARL, subject to substantially the same rules. Above 50 partners, article 590 of the Commercial Code requires conversion into a joint-stock company within one year, on pain of dissolution.
Yes, and the sanction is severe: article 545 of the Commercial Code provides that the company is, on pain of nullity, evidenced by an authentic instrument. The articles of an Algerian SARL therefore go before a notary without exception. The notary also receives the deposit of funds paid up on the capital and releases them to the manager after registration in the commercial register. The same requirement applies to any later transfer of shares (article 572).
Three to six weeks between the first meeting with the notary and actually trading, provided the file is complete from the outset. Delays almost always come from three causes: a company name rejected by the CNRC, an unregistered commercial lease, or a missing civil status document for a partner resident abroad.
It depends on three criteria, not one: share capital, turnover and permanent headcount. Exceeding a single one makes appointment mandatory, and some activities — importing in particular — are caught regardless of size. The exact figures diverge between sources and are worth verifying against your own position rather than a number found online. The auditor is appointed by the general meeting for three years, renewable once only (article 27 of Law 10-01). An uncertified financial year cannot be put right retroactively and blocks, in practice, dividend transfers abroad, access to investment credit and several public procurement routes.
Often yes, but not always — and the exception is broader than commonly assumed. Since articles 49 and 50 of Law 20-07 (the supplementary finance act for 2020), any activity producing goods or services is open to foreign investment with no obligation to partner locally. Two blocks remain subject to 51% resident national ownership: buying and reselling goods in their existing state — that is, importing, which most summaries omit — and the strategic sectors listed exhaustively: the national mining domain and extractive activities, upstream energy and hydrocarbons together with electricity and hydrocarbon distribution networks, industries connected with national defence, railways, ports and airports, and pharmaceuticals (excluding innovative essential products with high added value). In those sectors, transfers of shares between foreign parties additionally require Government authorisation. The question to work through is therefore not “am I allowed” but “is my activity resale in the existing state, or is it on that list”.
Both routes are ordinary. An EURL admitting a second partner becomes a SARL through a simple amendment to the articles, with no new legal entity and no break in the company's history. Incorporating a SARL directly is only worthwhile if the second partner is identified and committed: bringing someone in “for form’s sake” creates a real voting right and a real shareholding, which you do not get back without their agreement.
🔎 Sources and references
- Law No. 15-20 of 30 December 2015 amending Ordinance No. 75-59 (Commercial Code), Official Gazette No. 71 — Official Gazette of the Republic of Algeria · Verified on 2026-08-05
- Ordinance No. 75-59 of 26 September 1975 — Algerian Commercial Code, as amended — Ministry of Commerce · Verified on 2026-08-05
- Ministry of Commerce fact sheet on the SARL and SPA (still quotes a 100,000 DA minimum capital and a 20-partner cap — not updated since Law 15-20) — Ministry of Commerce · Verified on 2026-08-05
- Sidjilcom portal — company name reservation and commercial register filing — National Commercial Register Centre (CNRC) · Verified on 2026-08-05
- Direct Taxes and Assimilated Levies Code (CIDTA), 2026 edition — art. 150 (IBS rates), art. 104-I-4 (10% withholding on income from shares), title III arts. 217 to 231 repealed by art. 14 of the 2024 Finance Act (TAP) — Directorate General of Taxes · Verified on 2026-08-06
- Law 10-01 of 29 June 2010 on the professions of chartered accountant, statutory auditor and certified accountant — art. 27 (term and renewal of the mandate) — Official Journal of the Algerian Republic · Verified on 2026-08-06
- Law 20-07 of 4 June 2020, supplementary finance act for 2020 — arts. 49 and 50 (opening to foreign investment, list of strategic sectors) and art. 52 (authorisation of transfers) — Official Journal of the Algerian Republic · Verified on 2026-08-06
- Law 22-18 of 24 July 2022 on investment — Algerian Investment Promotion Agency (AAPI) · Verified on 2026-08-05