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What the law reserves to the notary, and what remains to be prepared
The starting point is a rule most founders discover late, usually after searching for an online articles-of-association generator: in Algeria there is none, and there cannot be one.
“The company shall, on pain of nullity, be evidenced by an authenticated deed.”
— Commercial Code, article 545
An authenticated deed is drawn up by a public officer. Articles executed privately — downloaded, or produced by an online form — do not incorporate a company: they are void. This is the substantive difference with French legal platforms, where a private deed is sufficient.
Two further articles complete the framework:
| Article | What it requires |
|---|---|
| 545 | The articles are an authenticated deed — the notary's office |
| 548 | Constitutive instruments are filed with the commercial register, on pain of nullity |
| 549 | The company acquires legal personality only upon registration; before that, commitments bind the founders' personal estate jointly and without limit |
That framework leaves untouched everything decided before signature. The notary authenticates what is brought to him; it is not his role to size share capital against a financing plan, nor to arbitrate a corporate purpose against a business plan. That is precisely the ground we cover.
Four decisions to settle before the appointment
An unprepared notary appointment produces articles that are formally correct and commercially wrong. Correcting them afterwards means a shareholders' meeting, a fresh deed, a fresh publication and an amendment at the commercial register. Four trade-offs are better settled beforehand than in the room.
Paying up the capital. Cash shares must be paid up by at least one fifth on incorporation; the balance may be called in one or more instalments within a maximum of five years from registration (article 567, as amended by Law 15-20). Contributions in kind, by contrast, are paid up in full. Contributions in skill are admitted and valued in the articles, but do not form part of the capital (article 567 bis).
The full sequence, from name reservation to the commercial register
Incorporation is not a single filing but a chain, each link conditioning the next. A document missing early in the chain is paid for in weeks at the end of it.
| Step | Counterparty | What is at stake |
|---|---|---|
| Company name reservation | Commercial register centre | The name, and the first document that unlocks the others |
| Deposit of funds | Notary's office or bank | The deposit certificate — and the start of a clock |
| Signature of the articles | Notary | The authenticated deed required by article 545 |
| Publication of the extract | Official bulletin or authorised journal | Enforceability against third parties |
| Registration | Commercial register centre | Legal personality — article 549 |
| Tax identifiers | Tax administration | Tax and statistical numbers, opening of the tax file |
| Social security enrolment | Social security bodies | The manager's status and the first employees |
| Release of funds to the manager | Notary | Only after registration — article 567 |
In our experience, a file that is complete and internally consistent from the outset runs this chain without friction. Delays almost always trace to the same causes: a document that arrived late, a wording that does not match from one document to the next, or a decision deferred until the notary's desk.
On costs. Registration duties, notarial fees, publication and filing charges vary by wilaya, by practice and by the applicable finance act. The figures circulating in online guides contradict one another; we do not repeat them here. Costing is prepared for your file, on quotation, once form and capital are settled.
The six-month clock nobody mentions
This is the least known feature of Algerian incorporation, and the most expensive when it bites. Funds deposited for incorporation do not sit indefinitely.
If the company is not incorporated within six months from the date the funds were deposited, any subscriber may ask the notary to release the amount of their subscription. Failing that by ordinary means, release may be authorised by the interim relief judge.
— Commercial Code, article 567 bis 1, added by Law 15-20
Two practical consequences. First, the clock runs from the deposit of funds — not from signature of the articles, nor from filing at the register. Depositing early “to get moving”, then letting a disagreement between partners drift, consumes a period that nothing suspends.
Second, the text speaks of the subscriber, not the partner — the company not yet existing, there are no partners yet. The right therefore belongs to each individually. In a tightening negotiation, that is a lever worth knowing about before it is pulled.
We set the incorporation timetable against this constraint: funds go in when the rest of the file is ready to follow, not before.
What we do, and what we do not
The distinction is regulatory rather than commercial. Stating it plainly avoids misunderstandings and false expectations.
| What we take on | What belongs to another profession |
|---|---|
| Choice of legal form against the project and its financing | Drafting and authenticating the articles — notary |
| Capital sizing and the paying-up schedule | Deposit and release of funds — notary |
| Corporate purpose and fit with the real activity | Legal advice and drafting of instruments — lawyer |
| Assembling and checking the file before filing | The registration decision — commercial register centre |
| Support through bank, register and publication | Representation before the courts — lawyer |
| Tax and social start-up, first financial statements |
ProfitPilot is neither a notarial office nor a law firm. We do not draw up instruments and do not provide legal advice. Our intervention is financial and organisational: settling trade-offs on numbers, preparing a file that clears at the first pass, and holding the timetable through to the commercial register.
Where the company is intended to carry an investment project, incorporation is only one piece of a wider set — techno-economic study, financing file, investment agency file. We run them together rather than in sequence.
Before you book the notary
Form, capital and corporate purpose settled on numbers rather than by default — first exchange free of charge.
Frequently asked questions
No. Article 545 of the Commercial Code provides that the company is, on pain of nullity, evidenced by an authenticated deed. Privately executed articles, however well drafted, do not incorporate a company. This is the main divergence from French legal platforms, where a private deed is accepted. In Algeria, going through a notary is not a matter of convenience.
There is none. Article 566 of the Commercial Code, as amended by Law no. 15-20 of 30 December 2015, leaves share capital freely set by the partners in the articles. The DZD 100,000 figure still found in many guides reflects the pre-2015 wording. That does not make token capital a good idea: a bank or a contracting authority will read it as such.
Not for cash contributions: shares must be paid up by at least one fifth, with the balance callable in one or more instalments by decision of the manager, within a maximum of five years from registration (article 567, as amended by Law 15-20). Contributions in kind, however, are paid up in full at incorporation.
Upon registration with the commercial register, not upon signature of the articles (article 549). The consequence is significant: commitments entered into in the company's name before that date bind, jointly and without limit, the personal estate of those who made them, unless the company duly adopts them once registered.
Article 567 bis 1, added by Law 15-20, entitles any subscriber to ask the notary to release their subscription if the company is not incorporated within six months of the deposit; failing that, the interim relief judge may authorise the release. The clock runs from the deposit, which argues for depositing only once the rest of the file is ready.
Official charges — registration duties, notarial fees, publication and filing — depend on the wilaya, the notarial practice and the applicable finance act, and the amounts published online contradict one another. We do not quote any figure we have not verified against a text. Full costing, separating official charges from fees, is prepared on quotation once form and capital are settled.
🔎 Sources and references
- Commercial Code, articles 545 (authenticated deed on pain of nullity), 548 (filing with the commercial register), 549 (legal personality upon registration) and 576 (management of the LLC) — Ministry of Trade — Commercial Code, Book V, Commercial companies · Verified on 04/08/2026
- Commercial Code, articles 566 (freely set capital), 567 (one fifth paid up, balance within five years), 567 bis (contribution in skill), 567 bis 1 (six-month period and release of the subscription) and 590 (fifty partners maximum), as amended and supplemented by Law no. 15-20 of 30 December 2015 — Official Journal of the People's Democratic Republic of Algeria no. 71 of 30 December 2015 · Verified on 04/08/2026
- Commercial Code, article 590 bis 2 (sole partner of a limited liability company), added by Ordinance no. 96-27 of 9 December 1996 — Official Journal of the People's Democratic Republic of Algeria no. 77 of 11 December 1996 · Verified on 04/08/2026