Business Law and Commercial Law - companies, registration and obligations
This domain tests the Algerian Code de commerce (Ordonnance 75-59, as amended) and the law of commercial companies: how an entity is formed, who binds it, which formalities make it exist in law, and what happens when it fails. Questions are typically scenario-based - a client wants to set up, transfer shares, or is facing a creditor.
Company forms
- SARL: at least two associés, capital fixed in the statuts, parts sociales not freely transferable, managed by one or more gérants.
- EURL: a single associé, structured on the SARL model.
- SPA: sociétés par actions, capital divided into actions, governed by a board or a directoire, subject to statutory audit.
- SNC and SCS: partnership forms where the associés' liability differs; in the SNC the associés are jointly and severally liable for company debts.
Formation and publicity
- Statuts (notarial deed where required), deposit of the capital, registration in the registre du commerce at the CNRC, and publication in the Bulletin Officiel des Annonces Légales (BOAL).
- Legal personality arises from registration in the registre du commerce; an entity not registered cannot act as a company.
- The ordinary general assembly approves the annual accounts within six months of the close of the exercise and decides on affectation du résultat.
Worked example
Two partners create a SARL with capital of 1,000,000 DA contributed in cash. Sequence: signature of statuts before a notary; deposit of the funds in a blocked account and obtaining the bank certificate; filing at the CNRC with the statuts, the deposit certificate and the lease; obtention of the registre du commerce number and the NIF; publication in the BOAL. If the partners start trading before registration, they act without legal personality and may be personally liable, jointly and severally, for the debts incurred.
Traps
- Confusing the gérant of a SARL with the président-directeur général of an SPA and their respective powers.
- Believing registration gives limited liability retrospectively - acts done before registration are not covered.
- Forgetting publication in the BOAL, which is legally required but has no constitutive effect.
- Ignoring the difference between parts sociales and actions when advising on a transfer.