Entry on the Trade and Company Register

PERSONS SUBJECT TO REGISTRATION IN THE TRADE REGISTER

Under 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 recordThe 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 premisesCNRC 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 receivershipThe 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 RegisterThe 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 decisionIn 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 dissolutionThe 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-registrationThe 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 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.

02 copies of the leasing contract;