PERSONS SUBJECT TO
REGISTRATION IN THE TRADE REGISTERUnder the law, are
obliged to registration in the Trade and Company Register:
- Every trader, be he a natural person or a
corporate body;
- Any business company with headquarters
abroad and opening an agency, a branch or any other establishment in
Algeria,
- Any foreign commercial agency engaged in a
commercial activity on the Algerian territory;
- Any craft business, any service provider,
natural or legal person;
- Any lessee-manager (funder) of a
business...
May also apply for
registration in the Trade and company Register:
Minor
In this regard, it
is appropriate to distinguish:
Emancipated minor
This is a minor
who has turned 18, authorized by his father or mother if the father is
deceased, absent, or deprived of parental authority or unable to exercise it.
In the absence of the father and mother, by a family council deliberation
approved by the court
The father or the
mother authorization is established by a notary
On the basis of
(father, mother, family council) authorization, the judge issues the act of
emancipation required at registration in the Trade Register.
Unemancipated
minor
The unemancipated
minor cannot engage in commerce
If the minor owns
rights in a company, he must be represented by his legal or testamentary
guardian, after obtaining judicial authorization. The guardian of an
unemancipated minor is not entitled to act, in this capacity and in no case, as
a member of management and administration bodies or hold a position giving him
the status of trader.
The person with
entry in the criminal record
The submission of
section 3 of the criminal record is required, upon registration to the Trade
Registry, from taxable persons having one of the following capacities:
- Every individual (natural person) wishing
to exercise an economic activity subject to entry in the Trade and Company
Register.
- Every manager and co-manager of a limited
liability company and one-person limited liability company (EURL and
SARL);
- Every shareholder of a General
Partnership Company and Limited Partnership Companies (SNC, SCS)
- Every Board of Director or
Supervisory Board member of a joint stock company (SPA)
If the criminal
record (section 3) mentions an imprisonment or loss of civil rights sentence,
the registration file should be supplemented by a rehabilitation certificate.
Why a
rehabilitation certificate?
The rehabilitation
certificate enables the restoration of rights and ability, thus the restoration
of the previous legal situation, in order to enable registration to the Trade
and Company Register
Who is concerned
in the rehabilitation certificate?
Persons sentenced to imprisonment for a term exceeding
three months for crimes or offenses inherent in honesty (theft, breach of
trust, indecent assault, receiving stolen property, fraud, bankruptcy, forgery
and falsification relating to commerce or banks, ...)
- Persons
sentenced to the same penalties for tax offenses, offenses in the Trade
and Company Register and economic crimes
- Undischarged
bankrupts
- Impeached
judicial officers
UNAUTHORIZED PERSONS TO PRACTICE
COMMERCIAL ACTIVITIES
In accordance with
the provisions of Law N° 04-08 article 08 of 08/14/2004, relating to exercising
commercial activities conditions, cannot register in the trade and company
register or practice any commercial activities, people sentenced and not
rehabilitated for the following crimes:
- Embezzlement;
- Commotion ;
- Corruption ;
- Theft and fraud;
- possession of stolen goods;
- Breach of trust;
- Bankruptcy;
- Issuing bounced checks;
- Forgery and use of forgeries;
- Misrepresentation made to register in the trade
and company register
- Money laundering;
- Tax fraud;
- Drug trafficking;
CONDITIONS OF REGISTRATION IN THE TRADE AND COMPANY
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 all applicants meeting the terms and conditions related to the status of trader.
Regarding regulated activities, their practice is subject to prior authorization by duly empowered authorities.
Conditions related
to the place of business activity
The trade and
company register is issued to every person proving its legal establishment by
possession or lease of commercial premises
Conditions
relating to the person
Natural persons
They should enjoy their legal capacity and civil
rights.
Legal persons
They can take
different forms, shown below, according to the legislative and regulatory
provisions in force:
- Trading companies are constituted by a duly
registered notarial deed and are subject to publication in the Official
Bulletin of Legal Announcements. These are General Partnership Companies
(SNC) Limited Partnership Companies, Limited Liability Companies (SARL, EURL),
Joint Stock Companies;
- Industrial and commercial enterprises
(EPIC);
- Groups of companies
- Any institution operating in Algeria the
name of a commercial company having its headquarters abroad;
- Forprofit cooperatives
TYPES OF REGISTRATION IN THE TRADE
REGISTER
Under the terms of Executive Order No 97-41 of 18 January 1997,
registrations in the Trade and Company Register are defined as follows:
Main registration
This is the first
registration in the trade and company register, formalized by every taxable
person, natural or legal person, on an economic activity subject to
registration in the Trade and Company Register
In practical
terms, basic economic activity is legally represented by a codification
corresponding to business wording and content contained in the classification
of economic activities subject to registration in the Trade Register. To this
core business, the taxable person may associate the exercise of one or more
other activities listed in the trade register when they are consistent with it.
This primary or
basic registration involves assigning a Trade Registry number for the entire
life of the individual or the legal entity social life according to the
principle of uniqueness of the trade register.
Secondary
Registration
Article 7 of the
abovementioned Executive Decree 97-41 defines secondary activity as:
"Any physical
facility or economic structure owned by or belonging to any natural or legal
person, under his/its control or management and reflecting the core business
extension of and/or the exercise of other activities established in the wilaya
jurisdiction of the basic establishment and / or in other wilayas.
From this
definition it appears that secondary activities are subject to secondary
registrations in local registers of their location with reference to the
registration of the core business.
Consequently, the
secondary registration will be compulsorily registered under the same number as
that assigned to the basic registration, be they done by the same local
register or in another wilaya (Trade Register Uniqueness).
Modification
Trade register
modification can consist, as appropriate, of mention additions, corrections or
deletions entered in the trade register.
Any modification
must be in compliance with the Trade Register uniqueness and with entries
appearing in the classification of economic activities subject to registration
in the Trade Registry on one hand, and within the defined and explained context
of the basic activity and the secondary activities on the other hand.
In what
circumstances a natural person must make a modification?
- Trade register extension after decease
- Business Name change
- Management lease (recovery of funds)
- Change of business office address
- Addition of activity codes
- Change in the trader’s name
- Change of nationality
- Change of home address
- Change in the business sector
- Trade register duplicates
In what
circumstances a legal person must make a modification?
- Transfer of registered office
- Change of name
- Change in legal nature
- Management lease (recovery of funds))
- Renewal of free management contract
- Transferring the local housing activity
- Capital reduction
- Capital increase
- Change in the corporate purpose
- Appointment of a manager
- Appointment of a co-manager
- Appointment of new directors
Delisting
In accordance with
Article 22 of the aforementioned Executive Order 97-41, the delisting from the
Trade register is made in the following cases:
- Permanent cessation of activities
- Death of the trader
- permanent closure of the business premises
- Bankruptcy or receivership of the trader,
natural or legal person
- Termination of the commercial company
- Judicial decision ordering the delisting
from the Trade Register
The delisting is
requested by
- The concerned trader natural or legal
person;
- The dependants in case of death;
- Authorized control services, following the
finding of non-completion of required formalities
If the delisting
file is presented by someone other than the trader, the latter must submit in
support of the regulatory file, a notarial deed authorizing him/her to start,
in place of the trader, the delisting procedure from the trade register.
Some clarification
on the different cases of delisting
In case of the
trader's death
In case of the
trader’s death (natural person), the undivided heirs, may request the renewal
of the Trade Register on behalf of one of them , within two months of the date
of death. The delisting is automatically done by the public officer at the
expiration of one year from the date of death, unless the operation is to
continue for the duration of the provided period of indivision; in accordance
with the provisions of the law 90-22, Article 33 (not repealed) of 18
August 1990.
Case of a
permanent closure of the business premises
CNRC receiving a
final decision (taken by relevant local authorities) to close the business
premises, must submit it to the judge in charge of the Trade Register in order
to give a decision on the delisting from the Trade Register relating to the
said business premises.
Case of bankruptcy
or receivership
The CNRC officer
receiving of a bankrupt or receivership decision shall, at the request of the
liquidator, delist from the Trade Register attached to the considered business.
Once the delisting
from the Trade Register is done, the CNRC officer informs the competition and
prices services (DCP), the Tax and CASNOS Departments to undertake, at their
level, the measures within their area of competence.
Case of Judicial
decision ordering the delisting from the Trade Register
The judicial
decision ordering the delisting from the Trade Register can be passed on to a
natural or a legal person
Case of eviction
by way of court decision
In the presence of
an eviction by way of court, invested with the authority of a judicial
decision, served to CNRC by judicial bodies 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
delisting from the trade register
- Or by making a change in his trade register
by transferring his activity to other commercial premises.
At the expiry of
the deadline 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
initiative of the CNRC officer (cases of direct transmission of the
court’s decision of eviction)
- or on the
initiative of the interested person..
Case of commercial
company dissolution
The delisting must
be done at the request of the company legal representative, the liquidator (or
his representative).
FOREIGN TRADERS
Conditions related
to commercial activity
Under the
provisions of Executive Decree No 06-454 of 11 December 2006 on the
professional card issued to foreigners engaging in commercial, industrial and
craft activity or liberal profession in the country, any foreign trader is
registered in the Trade register following the example of Algerian
nationals, they are subject to the same registration requirements.
It should be noted
that the above-mentioned Executive Decree has repealed the provision of
Executive Order No 97-41 of 01.18.1997, amended and supplemented, which
required the prior presentation of a foreign merchant card.
COMPANY
BUSINESS NAME OR CORPORATE NAME REGISTRATION
To register a
name, the applicant has the opportunity either to write to or go to the CNRC
office (department of prior rights search) ensuring to communicate information
that is essential to the treatment of such an operation.
In case the
applicant comes in person, the certificate is issued the same day, after the
following formalities have been completed:
- The applicant must fill out a form on which
he can specify four (04) names in order of preference.
- The applicant shall pay the search fee at
the CNRC cash register
- The department of prior rights search
performs checks and establishes a registration certificate of the name.
Case when the
applicant submits his registration by mail
- The applicant may proceed according to one of
the following ways: either send the completed CNRC form or write an
application containing the trader's identity and address or business name,
the manager's name and surname, the address of the business premises,
telephone and fax numbers and four names in order of preference.
- A payment receipt for research costs
- The department of prior rights search
performs checks and establishes a registration certificate of the name
which will be forwarded to the applicant by post. It is worth noting that
some services previously provided by the Directorate of Trade Register
have been decentralized to local branches such as:
that some
services previously provided by the Directorate of Trade Register have
been decentralized to the local branches such as:
- Issuance of certificates of name
registration for investors (ANDI);
- Trade Register copies certification;
- Issuance of certificates of existence to
obtain the duplicate.
PLEDGE
In accordance with
the Algerian Civil Code Article 948, the pledge is a contract whereby a person
undertakes an obligation to guarantee its debt or that of a third party, to
deliver to the creditor or a third person, an object that can be retained until
payment of the debt. The contract is established between the debtor (owner of a
commercial property) and the secured creditor, and is evidenced by a notarial
deed, except that issued to the banks and financial institutions which may be
made under private agreement. Finally, it is worth noting that the pledge could
refer to business activity, tooling and material (see Trade Code Articles 118
and 151).
Registration of
the business seller’s privilege
To register his
privilege, the seller must submit:
- Two CNRC
signed and authenticated registration forms
- Two originals
of the sale contract;
- Registration
fees
Registration of a
pledge of goodwill or equipment and capital equipment
To register his
privilege, the pledged creditor (pledgee) must submit:
- Two CNRC signed and authenticated
registration forms;
- Two originals of the pledge constituent act
of goodwill; registration fees.
- A registration certificate is issued to the
pledger.
RE-REGISTRATION
OPERATION
The general
re-registration operation of traders was officially ended on 22/01/2006, on
individuals. On the other hand, it is still in force for legal persons
(companies), following an instruction of the Ministry of Commerce.
What are the aims
of the of traders' general re-registration operation?
Below are the main
objectives aimed at through the implementation of provisions contained in
Decree 97-41 of 18 January 1997 on the general re-registration of traders. The
general re-registration operation of traders was launched on 15/07/1997, in
accordance with the Government instructions adopted in the context of general
improvement of business activities. This general re-registration comes
perfectly within the scope of the consolidation of Trade Register entries due
to the fact that periodically, it takes place (every ten to fifteen years) to
check the correspondence of the existing economic fabric, with all
registrations, modifications and delisting made since the origin until the day
of the implementation of this operation. The general re-registration of traders
is also a multi-purposes intervention technique of Public Authorities, having
many advantages, including:
- The
introduction, as is currently the case, of adjustments and corrections
induced by the implementation of a new regulation relating to registration
conditions in the Trade Register and the classification of economic
activities subject to registration in the Trade Register was subject to
renewal;
- The updating
and confirmation of supporting documents contained in records of entries
in the Trade Register and the correction of errors, omissions, excesses
and violations of applicable regulations; confirmation to be supported by
the results of the traders’ general census operation; The introduction of
more effective procedures and the setting up of modern management tools of
Trade Registers, their extracts, files, statistics ... to be in step with
the information technology evolution.
- The
elimination of Trade registers unlawful detention, through the renewal of
Trade Registers (the form and content of which were changed) especially in
the case of a delisting default following a permanent cessation of
activities, or the death of the tax payer.
Similarly, the
re-registration process will also put an end to the existence of falsified
Trade Registers, due to their replacement by new documents much less easier to
falsify. These are the main goals pursued through the implementation of the
provisions contained in Decree 97-41 of 18 January 1997 on the general
re-registration of traders. The required file to complete the formalities for
re-registration of legal persons is:
Main
re-registration
- Signed and
authenticated CNRC registration form;
- Re-registration
decision issued by the Trade Department services; birth certificate
(from the municipality of birth) of managers and directors
- Criminal
record (No. 3) of the managers and directors
- CASNOS certificate
of membership and updating
- Original of
the Trade Register;
- Re-registration
fees
- Approval
(case of a regulated activity).
Secondary
re-registration
The file consists
of the same documents as that of the main re-registration to which must be
attached a copy of the main trade register.
EQUIPMENT
LEASING
The equipment
leasing is a commercial and financial transactions carried out by banks and
financial institutions, or by a leasing company legally authorized and
accredited as such
This operation is supported
by a rental contract that may or may not include a purchase option in favour of
the tenant and is exclusively relating to immovable and movable property for
professional use or on intangible business assets or artisanal businesses
(Order No. 96 -09 of 10 January 1996 on lease).
Under the
provisions of Article 02 of Executive Decree No. 06-90 of 20 February 2006,
laying down the advertising conditions for equipment leasing operations, CNRC
is in charge of the public register relating to the advertising of equipment
leasing operations (movable and business).
To this end, the
financial lessor must report to the CNRC local office which is locally
competent to complete the registration formalities by submitting:
- 02 copies of the leasing contract;
- 02 slips provided by CNRC branches and
properly completed. After checking the compliance of the submitted
documents, the officer enters the leasing registration on the branch
register.