In short. A non-managing shareholder in an Algerian SARL has more levers than he thinks, and several depend on no shareholding threshold. Article 585 opens, "at any time", inspection and copying of the accounts, inventories, reports and minutes of the last three financial years, with the assistance of an approved expert — and refusal is a criminal offence (art. 801(3)). A quarter of the capital is enough to require a meeting (art. 580); a single share is enough to have a court appoint an agent to convene one, and to ask the court to remove the manager "for legitimate cause" (art. 579 §3). In exchange, one warning: a shareholder who effectively takes part in management loses the protection of limited liability where bankruptcy reveals a shortfall of assets (art. 578 §2).
Key points
Chapter 01
What can you require from your manager, and when?
Article 585 of the commercial code is the most useful provision in the entire chapter for a non-managing shareholder, and also the least known. It opens three rights, and the words that matter are "at any time".
| Right | Over what | When | Text |
|---|---|---|---|
| Certified copy of the articles in force | Articles + list of managers and statutory auditors in office | At any time | Art. 585(1) |
| Inspection and copying of company documents | General operating account, profit and loss account, inventories, reports submitted to meetings, minutes — last three financial years | At any time, at the registered office | Art. 585(2) |
| Inspection before a meeting | Text of the draft resolutions, management report, auditor's report | The 15 days preceding any meeting | Art. 585(3) |
Four details in the text that summaries almost always omit, each of which changes the reach of the right:
- "At any time" — the right is not confined to the run-up to the annual meeting. A shareholder may turn up at the registered office on a Tuesday in March and ask to see the accounts.
- Three financial years, not just the last one. That is what makes it possible to see a trend rather than a snapshot.
- "The right to inspect carries the right to take copies" — the text says so expressly. A manager who allows reading on the premises but refuses copies is not complying with the article.
- The shareholder may "be assisted by an approved expert". You are not required to understand a set of financial statements alone: you may come accompanied by an accounting professional.
Refusal is not a mere civil wrong: it is an offence. Article 801(3) punishes with a fine of DZD 20,000 to 200,000 managers who have failed, "at any time of the year, to make available to any shareholder, at the registered office", the documents of the last three financial years. Point 2 of the same article covers failure to communicate fifteen days before the meeting. Two distinct fines for two distinct breaches.
In our observed practice, a written request changes everything. A verbal request leaves no trace; a letter delivered against receipt, or sent by registered post, dated and listing precisely the documents covered by article 585, fixes the starting point of the breach. It is the first document in any subsequent file — removal, liability claim, or simply leverage to obtain an answer.
Chapter 02
The manager will not convene: how do you force a general meeting?
This is the most common deadlock in SARLs: a majority manager has no interest in gathering the shareholders, and so he does not. Article 580 provides two levers, and pre-emptively voids any clause seeking to close them.
Requesting a meeting — a quarter of the capital
"One or more shareholders representing at least 1/4 of the share capital may request that a meeting be held. Any contrary clause is deemed unwritten." The threshold is calculated on capital and may be reached by several shareholders acting together. The articles of association cannot raise it.
A court-appointed agent — no threshold
"Any shareholder may apply to the court for the appointment of an agent charged with convening the meeting and setting its agenda." No shareholding condition applies. This is the route for a shareholder holding less than a quarter, or whose request under point 1 went unanswered.
Note the reach of the second lever: the agent does not merely convene, he sets the agenda. That is decisive, because a meeting convened by a reluctant manager on an agenda he drafted himself never reaches the awkward item.
The convening rules the manager must follow
Article 580 requires convening "at least 15 days before the meeting, by registered letter stating the agenda". Article 584 adds communication of the accounts, the draft resolutions and, where applicable, the auditor's report — and specifies that "any deliberation taken in breach of the provisions of this paragraph may be annulled".
The improperly convened shareholder's weapon. A meeting held without proper notice, or without prior communication of the documents, produces voidable resolutions. A shareholder who receives late notice, or notice without the accounts attached, is well advised to record it in writing before the meeting rather than complain afterwards. The same failure exposes the manager to the fine of article 801(2).
Two organisational points complete the picture. The meeting "is chaired by the manager" and "every deliberation of the shareholders' meeting is recorded in minutes" (article 583). Requesting a copy of the minutes falls within the article 585(2) right: minutes for the last three financial years are expressly listed.
Finally, article 580 allows the articles of association to provide that "all decisions or some of them may be taken by written consultation of the shareholders". A useful flexibility for routine decisions, but it deprives the shareholder of oral debate: check your articles, and weigh it before accepting such a clause.
Chapter 03
What does your percentage of the capital actually allow?
The principle is set out in article 581: "each shareholder has the right to take part in decisions and has a number of votes equal to the number of shares he holds." One share, one vote — no multiple-voting shares, no cap. The question is what your percentage actually unlocks.
| Your share of capital | What you can do alone | Text |
|---|---|---|
| A single share | Inspect the documents at any time; apply to court for an agent to convene a meeting; seek judicial removal of the manager for legitimate cause; seek dissolution if the manager failed to consult after loss of 3/4 of the capital | Art. 585, 580, 579 §3, 589 |
| More than 25 % | All of the above + require a meeting to be held; block, single-handedly, any amendment of the articles (blocking minority against the 3/4 threshold) | Art. 580, 586 |
| More than 50 % | All of the above + approve the accounts, appoint and remove the manager, decide distributions | Art. 582, 576, 579 |
| 75 % and above | All of the above + amend the articles: capital, purpose, seat, form; consent to a third-party transferee | Art. 586, 571 |
The most important line of that table is the first. A shareholder holding a single share has four levers that depend on no threshold at all: permanent information, convening through a court-appointed agent, judicial removal for legitimate cause, and the dissolution action of article 589. Algerian SARL law does not abandon the minority shareholder — it steers him towards the court rather than the meeting.
The second line is the one overlooked at incorporation. Crossing a quarter of the capital buys two things at once: the right to require a meeting, and the ability to block, alone, any amendment of the articles, since that requires three quarters. Between 24 % and 26 %, the difference in power bears no relation to the difference in contribution.
Two protections the majority cannot cross. Article 586 provides that "in no case may the majority compel a shareholder to increase his shareholding": a capital increase voted by three quarters does not oblige you to subscribe, even if it dilutes you. And article 581 treats as unwritten any clause depriving you of the right to take part in decisions, to be represented by another shareholder or by your spouse, or requiring you to split your vote.
The SARL shareholder's workbook
Ten sheets to fill in, not to read. They turn the rights in this guide into dated steps, with letter templates and the articles to cite.
- The request for communication citing article 585, to be delivered against receipt
- The grid "what my percentage allows", threshold by threshold
- A checklist for reading three years of accounts, with no prior accounting skills
- The six warning signals, and the document in which each one is verified
- The exit sequence: refusal of consent, three-month period, expert valuation, transfer
Chapter 04
How is a manager removed, and what if you are a minority shareholder?
Article 579 runs to three paragraphs and organises three very different situations.
"The manager may be removed by decision of shareholders representing more than half the share capital. Any contrary clause is deemed unwritten.
If removal is decided without just cause, it may give rise to compensation for the loss suffered.
In addition, the manager may be removed by the courts for legitimate cause, at the request of any shareholder."
If you hold a majority of the capital
Removal is a right, exercised in a meeting by more than half the capital. No clause in the articles can tighten that majority — neither unanimity nor three quarters: the text treats them as unwritten. Two reflexes are nonetheless essential:
- Document the cause. Removal without just cause remains valid, but it opens a right to compensation. The cost of removal is therefore decided upstream, in the quality of the file: breaches of accounting duties, excesses of power, unapproved accounts, unregularised debit current accounts.
- Publish immediately. Until the removal is filed with the commercial register, the former manager retains, towards good-faith third parties, the appearance of authority protected by article 577. A removal voted but not published is a removal half done.
If you are a minority shareholder
Paragraph 1 is closed to you: by construction, a majority manager does not remove himself. Paragraph 3 is what opens the door, and it sets no shareholding threshold: judicial removal "for legitimate cause" is open "at the request of any shareholder".
The code does not define legitimate cause, and that imprecision cuts both ways: it is assessed on the facts. In our observed practice, successful files rest on objectively verifiable failures rather than on strategic disagreement — persistent refusal to communicate the article 585 documents, no meeting for several financial years, commingling of assets, transactions with companies owned by the manager.
What removal does not settle. Removing a manager ends his powers; it repairs no loss and recovers no money. These are two distinct actions: removal under article 579, liability under article 578. They are prepared with the same documents but are not pleaded together, and one does not carry the other.
Chapter 05
The manager holds no meeting and communicates nothing: what does the law say?
This is not a mere internal malfunction: it is a series of criminal offences, and it is worth knowing which ones before writing to the manager.
| What the manager failed to do | Text breached | Offence and penalty |
|---|---|---|
| Prepare the annual accounts and management report | Art. 584 | Art. 801(1) — fine of DZD 20,000 to 200,000 |
| Communicate the documents 15 days before the meeting | Art. 585(3) | Art. 801(2) — fine of DZD 20,000 to 200,000; resolution voidable (art. 584) |
| Keep the last 3 years' documents available all year round | Art. 585(2) | Art. 801(3) — fine of DZD 20,000 to 200,000 |
| Hold the meeting within 6 months of year-end | Art. 584 | Art. 802 — 1 to 3 months' imprisonment and DZD 20,000 to 200,000, or either penalty |
| Consult shareholders within 4 months when net assets fall below a quarter of the capital | Art. 589 | Art. 803 — 1 to 3 months and DZD 20,000 to 100,000, or either penalty |
The right sequence is graduated, and each step produces a document useful to the next.
Ask in writing, citing the article
A registered letter listing the documents covered by article 585(2) and setting a reasonable deadline. This is what turns silence into a characterised refusal.
Require a meeting if you reach a quarter of the capital
Article 580, alone or with other shareholders. The request is made in writing, with the desired agenda.
Apply to the court for an agent to be appointed
Open to any shareholder, with no threshold. The agent convenes and sets the agenda — which is what guarantees the sensitive item is actually tabled.
Seek judicial removal and, where appropriate, damages
Article 579 §3 for removal, article 578 for the loss. The failures documented at steps 1 to 3 form the foundation of both actions.
A useful point on the accounts. The meeting approving the accounts must do so "within six months of the close of the financial year". Past that deadline the offence of article 802 is made out — but the duty to approve does not disappear. A year left unapproved stays unapproved, and an accumulation of several such years is, in our observed practice, one of the most reliable signals of a company in difficulty.
Chapter 06
What signals should alert a non-managing shareholder?
Six signals, all verifiable with the documents article 585 alone gives you access to. None requires advanced accounting skills; the third is the only one that calls for a calculation.
No meeting more than six months after year-end
An offence under article 802, and above all: the accounts are unapproved, so nobody has validated the management. The simplest and most revealing signal.
A growing debit shareholder current account
The company is advancing money to a shareholder or to the manager. The commercial code does not prohibit this in a SARL, but the transaction may be recharacterised for tax purposes as a distribution, it is a systematic audit point for the statutory auditor, and it may amount to misuse of company assets under article 800(4) if it runs against the corporate interest.
Net assets approaching a quarter of the capital
This is the article 803 threshold and, framed the other way, the loss of three quarters of the capital in article 589. Once crossed, it obliges the manager to consult the shareholders within four months of the approval of the accounts, and to publish the decision. A shareholder who observes the crossing and the absence of consultation has an immediate lever: "any interested party may apply to the courts for the dissolution of the company".
Transactions with companies owned by the manager
The SARL chapter does not subject such agreements to prior authorisation — unlike the joint-stock company (article 628). The absence of a procedure does not make the transaction neutral: article 800(4) expressly targets the use of company assets "to favour another company or business in which they had a direct or indirect interest".
A dividend distributed without real profit
Article 588 allows recovery of dividends "not corresponding to profits actually earned" from the shareholders who received them — the action being time-barred after three years from the date of distribution. On the manager's side, distributing fictitious dividends is a criminal offence (article 800(2)).
Invoices missing the article 804 particulars
A weak signal in appearance, but a telling one: the absence of the company name followed by "SARL", the share capital and the registered office address on documents intended for third parties points to lax document management. It carries a fine of DZD 2,000 to 50,000.
The statutory auditor, where there is one, is your best ally. His report is communicated to shareholders with the accounts (article 584), and it is prepared by a professional independent of the manager. A SARL crosses the mandatory appointment threshold as soon as a capital, turnover or headcount criterion is exceeded — the exact figures come from texts outside the commercial code and are covered in our SARL formation guide. If your company is near the threshold and has appointed no one, that is in itself an item for the agenda.
Chapter 07
How do you hold the manager liable — and what risk does a shareholder who manages run?
Article 578 opens the action, and its wording repays close reading because it names two possible claimants and, further on, two possible defendants.
"Managers are liable in accordance with the rules of general law, individually or jointly and severally as the case may be, towards the company and towards third parties, either for breaches of the provisions of this code, or for violations of the articles of association, or for faults committed by them in their management."
The three grounds are independent and cumulative. For a shareholder, the first two are by far the easiest to establish: a breach of the code is proved by the failure itself (no meeting held, documents not communicated), a violation of the articles by comparing the clause with the act. Mismanagement, by contrast, is defined nowhere and requires showing that a decision ran against the corporate interest — a far heavier debate.
Bankruptcy: article 578 §2
If bankruptcy reveals a shortfall of assets, the court may place all or part of the company's debts on the managers, on the receiver's application. And §3 reverses the burden of proof: it is for the manager to show he devoted "all the activity and diligence of a salaried agent".
The trap that targets the shareholder, not the manager. Read §2 in full: the court may decide that the debts shall be borne "by the managers, whether or not shareholders, whether or not salaried, or by the shareholders, or by some of either, jointly and severally or otherwise, provided in the case of shareholders that they effectively took part in the management of the company".
In other words, liability limited to contributions — the very reason a SARL exists — stops protecting the shareholder who has meddled in management. Signing contracts without a mandate, negotiating with the bank, deciding on hiring, giving instructions to staff: taken together, these facts characterise effective participation in management. And the reversal of the burden of proof in §3 then applies to the shareholder just as it does to the manager.
The practical consequence is counter-intuitive and deserves stating plainly: controlling your manager and managing in his place are two different things, and the second costs you the protection of limited liability. Exercising article 585 rights, requiring a meeting, voting, seeking removal, going to court — all of that is control, and exposes you to nothing. Signing in the manager's place, or dictating his acts, is de facto management.
One last liability targets the subscribing shareholder: article 574 makes "the company's managers and the persons who subscribed to the capital increase jointly and severally liable for five years, towards third parties, for the value attributed to contributions in kind". Subscribing to a capital increase in kind therefore binds the shareholder to the value adopted, for five years.
Chapter 08
Control has failed: how do you exit a SARL?
When the balance of power is lastingly unfavourable and dialogue has broken down, the question becomes one of exit. Algerian law offers no general right of withdrawal: you must transfer your shares, and article 571 frames that transfer.
The principle: "shares may only be transferred to third parties outside the company with the consent of the majority of shareholders representing at least three quarters of the share capital." In other words, the majority shareholder can refuse your buyer.
But the article does not stop there, and what follows is the most useful mechanism in the whole chapter for a blocked minority shareholder: where consent is refused, the shareholders have three months to acquire the shares or arrange their acquisition, at a price set by an approved expert; that period may be extended once, without exceeding six months; the company may also reduce its capital to buy the shares back; and if nothing has happened by the end of the period, the shareholder may carry out the transfer originally planned. Any contrary clause is deemed unwritten.
A refusal of consent is therefore not a deadlock: it starts a countdown. Either the shareholders buy at the expert's price, or they let the period lapse and you sell to whomever you wished. This is the point most minority shareholders do not know, and it is the one that transforms a negotiation.
Two formal rules complete the picture. Article 572 requires that "transfers of shares may only be evidenced by notarial deed" and that they are effective against the company and third parties "only after being served on the company or accepted by it in a notarial deed". Article 570 sets a lighter regime for family: shares are freely transmissible by succession and freely transferable between spouses and between ascendants and descendants — subject to any consent clause in the articles, which may be neither longer nor more demanding than the article 571 regime.
Transfers and their taxation are covered in detail in our SARL formation guide and in our article on cash extraction routes; this chapter is limited to what matters to a shareholder in conflict: exit is possible, it is governed by a timetable, and that timetable works in your favour.
Disclaimer. This guide sets out the legal framework applicable at the update date shown, for general information. It is not legal advice and does not replace examination of a specific situation by a qualified professional. The articles cited are those of Book V of the Algerian commercial code in the version verified at the date shown in the sources block. Observations presented as practice come from the firm's engagements and are flagged as such; they are not rules of law.
Take stock of your position as a shareholder
Reading of your articles and your real percentage, an inventory of the documents you are entitled to obtain, analysis of the last three financial years, and a mapping of the levers available to you. Pre-flight check: first consultation free.
Frequently asked questions
Yes, and the text is explicit. Article 585(2) gives every shareholder the right, at any time and at the registered office, to inspect the general operating account, profit and loss account, inventories, reports submitted to meetings and minutes for the last three financial years. The right to inspect carries the right to take copies, and the shareholder may be assisted by an approved expert. A manager's refusal is punishable by a fine of DZD 20,000 to 200,000 (art. 801(3)).
A quarter of the capital, alone or with others: "one or more shareholders representing at least 1/4 of the share capital may request that a meeting be held", and any contrary clause is deemed unwritten (art. 580). Below that threshold, one route remains that depends on no percentage: applying to the court for an agent to be appointed to convene the meeting and set its agenda.
Not by a vote — but through the courts. Article 579 §3 provides that "the manager may be removed by the courts for legitimate cause, at the request of any shareholder". No shareholding threshold applies. The code does not define legitimate cause; in our observed practice, files rest on objectively verifiable failures — no meeting, refusal to communicate, commingling of assets — rather than on strategic disagreement.
Article 584 requires approval within six months of year-end. The failure constitutes the offence of article 802: one to three months' imprisonment and a fine of DZD 20,000 to 200,000, or either penalty. The obligation does not disappear, and a year left unapproved stays unapproved. In addition, any deliberation taken without prior communication of the documents to shareholders "may be annulled".
In principle no: liability is limited to contributions. But article 578 §2 sets a broad exception. Where bankruptcy reveals a shortfall of assets, the court may place the company's debts on the shareholders "provided […] that they effectively took part in the management of the company". Exercising shareholder rights — inspecting, voting, requiring a meeting, going to court — is not managing. Signing contracts, negotiating with the bank or instructing staff without a mandate is.
Yes, a transfer to a third party requires the consent of the majority of shareholders representing at least three quarters of the capital (art. 571). But refusal starts a countdown in your favour: the shareholders have three months — extendable once, without exceeding six — to acquire the shares or arrange their acquisition at a price set by an approved expert, or the company may reduce its capital to buy them back. If nothing has happened by the end of the period, you may carry out the transfer originally planned. Any contrary clause is deemed unwritten.
Yes. Article 588 provides that "repayment of dividends not corresponding to profits actually earned may be required from the shareholders who received them", the action being time-barred after three years from the date of distribution. On the manager's side, distributing fictitious dividends without an inventory or by means of fraudulent inventories is an offence punishable by one to five years' imprisonment (art. 800(2)).
Sources and references
- Ordinance No. 75-59 of 26 September 1975 on the commercial code, Book V "Commercial companies" — articles 570 to 572 (share transfers), 574, 578 to 589 (shareholder rights, meetings, liability), 628 (agreements in joint-stock companies), 800 to 805 (offences concerning SARLs); consolidated version of legislative decree No. 93-08 and ordinance No. 96-27 — Ministry of Trade and Export Promotion, Algeria · Verified on 2026-08-19