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null Conditions and modalities

Conditions and modalities of inscription in the Trade Register to carry out a commercial activity
Persons subject to inscription in the trade register

According to the legislation in force, are subject to registration in the Trade Register:

  • Any trader, either natural person or legal entities;
  • Any commercial company with headquarters abroad which opens in Algeria an agency, a branch or any other establishment,
  • Any foreign commercial representative carrying out a commercial activity into the Algerian territory;
  • Every craft company and any services provider, either natural person or legal entities;
  • Any lessee-manager (funder) of business assets.li>
Special cases

Emancipated minor

It concerns the minor who has turned 18, authorized by his father or her mother ( if the father is deceased, absent, or deprived of parental authority or unable to exercise it), or authorized by the deliberation of family council approved by the court in the case of the absence of the father and mother.
The father or the mother authorization is established in the presence of a notary.
On the basis of (father, mother, family council) authorization, the judge issues the act of emancipation required for inscription in the Trade Register.

Unemancipated minor

The unemancipated minor cannot carry out trade.
If the minor owns rights in a company, he must be represented by his legal or testamentary guardian and this after obtaining judicial authorization. The guardian of an unemancipated minor, as this capacity, cannot be in no case a
member of management and administration bodies or practises any functions giving him the status of trader.

The person having criminal record with mention

If the criminal record extract (section 3) mentioned a corporal and an ignominious punishment, the inscription file of economic operator must be supplemented by a certificate of rehabilitation.

Why a certificate of rehabilitation?

The certificate of rehabilitation allows to an economic operator convicted for some crimes or offences the restoration of his rights and capacities, and consequently the restoration of his previous legal situation, in order to enable him the registration in the Trade Register.

Who is concerned by the certificate of rehabilitation?

  • Persons sentenced to imprisonment for a term equal or exceeding three (03) months for crimes or offenses inherent to honesty (breach of trust, offence against public decency, bankruptcy ...)
  • Persons sentenced to the same penalties for tax breaches or offenses relating to the trade register and economic crimes.
  • Undischarged bankrupts.
  • Dismissed judicial officers.

Unauthorized persons to carry out commercial activity

In accordance with the provisions of the article 2 of the Law n° 13-06 of July 23rd, 2013 modifying and completing the article 8 of the Law n°04-08 of august 14th, 2004 relating to the conditions of carrying out commercial activities: cannot registered in the Trade Register or carrying out any commercial activities, the persons sentenced and not rehabilitated for the following crimes and offences:

  • Movements of capital from and to aboard;
  • Production and/or commercialization of falsified or counterfeit goods destined for consumption;
  • bankruptcy;
  • Corruption;
  • Counterfeiting and/or violation of author's rights and related rights ;
  • Drug trafficking;

The persons convicted of the crimes and offences mentioned above, cannot registered in the trade register only after obtaining the certificate of rehabilitation.

Conditions of inscription in the trade register

Conditions related to commercial activity

In this regard, a distinction should be drawn between regulated activities and those that are not.

  • Non-regulated activities are open to any person wanting to carry out commercial activity and fulfilling the general conditions of trader status.
  • Rregulated activities, the practice of these activities is submitted to prior authorization issued by competent authorities. It should be recalled that according to provisions of article 25 of Law n°04-08 of august 14th, 2004 ,modified and completed, relating to the conditions of carrying out commercial activities, the temporary approvals or authorizations are acceptable for inscription in the Trade Register to carry out a regulated activity.

Conditions related to the place of commercial activity

The trade register for carrying out sedentary commercial activity is issued to every natural persons or legal entities proving their legal establishment by deed of property or lease agreement of commercial premises or any deed or allocation decision delivered by public institutions.

However, according to the article 21 of Law n°04-08 of August 14th, 2004, modified and completed, relating to the conditions of carrying out commercial activities, when the natural person is a primary investor he can take up residence in his habitual address until the end of the project, in which case the residence is the residence of activity site.

In accordance with the provisions of the article 07 of the Law n° 13-06 of July 23rd, 2013, modified and completed, relating to the conditions of carrying out commercial activities: The commercial companies primary investor that haven't a headquarter, can take up residence for maximum period of two (02) years renewable once as needed, with :

  • An auditor, or a chartered accountant;
  • A lower or a notary;
  • Or residence of legal representative of company.

In the begging of the activity, the domiciliation is at the site of company activity.

Conditions related to the persons

  • Natural persons :

They should enjoy their legal capacity and civil rights.

  • Legal entities :

They can take different forms, presented below, according to the legislative and regulatory provisions in force:

  • Commercial companies constituted by an authenticated deed subject to the publication in the Official Bulletin of Legal Announcements. These companies are: General Partnership Companies (SNC) Limited Partnership Company (SCS), Limited Liability Companies and One-Person Liability Companies (SARL, EURL), Joint Stock Companies (SPA);
  • Industrial and Commercial Public Institution (EPIC);
  • Groups of companies

Conditions related to commercial activity carried out by foreign traders

Under the provision of the article 66 of finance law for the year 2016, the foreign investments made towards the production of goods and services as well as the importation in order to resale the imported products in the same condition as received, can be realized only within the framework of a partnership of which the resident national represents at least 51 % of the share capital.

In application of the executive decree n° 15-111 of 03/05/2015 fixing the modalities of registration, alteration and deregistration in the Trade Register: the card of resident concerning the natural persons with foreign nationality is reintroduced in the file of registration in the trade register for natural persons.

Natures of inscriptions in the Trade Register:

Principal registration

It is the first registration in the Trade Register, formalized by any economic operators, natural persons or legal entities, carrying out an economic activity subject to inscription in the Trade Register.

In practical terms, basic economic activity is legally represented by a codification corresponding to activity wording and content contained in the nomenclature of economic activities subject to registration in the Trade Register.

In addition to carry out this basic activity, the economic operator can associate the exercise of one or more other activities listed in the trade register when they are consistent with the basic activity.

This principal or basic registration involves assigning a trade register number for the entire life of the natural person or for the social life of legal entity, according to the principle of uniqueness of the trade register.

Secondary registration

In compliance with the article 06 of the executive decree n° 15-111 of 03/05/2015 fixing the modalities of registration, alteration and deregistration in the Trade Register: any registration concerning secondary activities carried out by any natural persons and legal entities representing the extension of the principal activity and/or the exercise of other activities carried out in the wilaya jurisdiction of the basic establishment and / or in other wilayas.

Alteration

The trade register alteration can consist, as the case may be, in additions, corrections or deletions of mentions contained in the trade register.

Any alteration must be in compliance with the principle of uniqueness of the trade register and the entries appearing in the nomenclature of economic activities subject to inscription in the Trade Register, on one hand, and within the defined and explained context of the basic activity and the secondary activities on the other hand.

In which cases a natural person must proceed to alteration ?

  • Trade register extension after decease of the trader.
  • Change of commercial name.
  • Lease management (recovery of business assets).
  • Renewal of lease management contract.
  • Change of commercial premises address.
  • Addition of activity codes.
  • Change of nationality.
  • Change of home address.
  • Change of the activity sector.
  • Duplicates of trade register extract.
  • Rectification (address, name…)
  • Suppression of activities.

In which cases a legal entity must proceed to an alteration?

  • Transfer of headquarter.
  • Change of denomination.
  • Change of legal nature.
  • Lease management (recovery of business assets).
  • Renewal of lease management contract.
  • Reduction or increase of share capital.
  • Extension or change of corporate purpose
  • Nomination of managers (manager, co-manager, administrator, members of board of directors or members of monitoring board)

Deregistration

In accordance with regulation related to the trade register, the deregistration of the trade register is carried out in the following cases:

  • Definite cessation of activities;
  • The death of the trader;
  • Dissolution of the commercial companies;
  • Legal decision ordering the deregistration of the trade register;

The deregistration is requested by:

  • The concerned trader, legal entities or natural persons;
  • The dependants in case of death;
  • The control services authorized by competent jurisdiction, when the required formalities have not been accomplished ;

If the deregistration file is presented by someone other than the trader, this person must present in support of regulatory file a notary deed authorizing to start in place of the trader, the deregistration procedures of the trade register.

Some clarifications about different cases of deregistration

In case of trader's death

In case of the trader's death (natural person), the undivided heirs have the possibility to request the renewal of the trade register on behalf of one of them, within two (02) months from the date of death.

The deregistration is automatically done by the public officer at the expiration of one year from the date of death, unless the exploitation must continue during the period of Indivision according to the provisions of Article 33 (not abrogated) of the Law 90-22 dated on 18 August 1990.

In case of definitive closure of commercial premises

When the CNRC receives a decision of definitive closure of commercial premises (taken by competent local authorities), the Center must submit it to the judge in charge of the Trade Register in order to render a decision about the deregistration of the trade register relating to the commercial premises in question.

In case of bankruptcy or judicial settlement

When the CNRC officer receives a bankruptcy or judicial settlement declaration, the officer proceeds, on the request of the liquidator, to the deregistration of the trade register relating to the considered business assets. Once the trade register deregistration is done, the CNRC officer informs the Directorates of Control and Prices, the Tax Services and the National Social Security Fund for Non-employees to undertake the measures within their area of competence..

In case of judicial decision ordering the deregistration from the Trade Register

The judicial decision ordering the deregistration from the Trade Register can be rendered against a natural person or a legal entity.

In Case of eviction from commercial premises by way of court decision

In the existence of a judicial decision of eviction, endorsed with the force of res judicata, notified to CNRC by judicial institutions or by any other interested person, the officer gives notice to the concerned trader to regularize his situation in the period of 20 days:

  • Either by initiating the procedure of his trade register deregistration;
  • Or by modifying his trade register through transferring his activity to other commercial premises.

At the expiry of the fixed period and in the absence of a positive response of the respondent, the judge in charge of Trade Register is immediately seized of the case:

  • Either on the CNRC officer initiative (case of direct transmission of the court's decision of eviction by judicial institutions)
  • Or on the initiative of the interested person.

In Case of commercial company dissolution

The deregistration must be done on the request of the company legal representative, the liquidator (or his authorized representative).