SARL or SPA: which form for your company?

For most small and medium businesses, a SARL is enough: 2 to 50 members, free capital, simple management. An SPA (joint-stock company) suits projects with at least seven shareholders and capital of at least 1,000,000 DA (5,000,000 DA with a public offering), with a board of directors and a statutory auditor. Certified start-ups also have a dedicated form, the SPAS, created by Law No. 22-09 of 5 May 2022.

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In short

SARL
2 to 50 members, free capital
SPA
At least 7 shareholders
SPA capital
1,000,000 DA minimum, 5,000,000 DA with a public offering
SPA management
Board of directors of 3 to 12 members
SPAS
Reserved for certified start-ups
Contents

The comparison in one table

CriterionSARLSPA
Members2 to 50 (one in an EURL)At least 7 shareholders, except publicly owned companies
Minimum capitalNone, any amount1,000,000 DA, or 5,000,000 DA with a public offering
SecuritiesCompany shares (parts sociales)Shares (actions)
ManagementOne or more managers, natural personsBoard of 3 to 12 members, chaired by one of them
AuditUnder the rules that apply to your companyStatutory auditors, the first ones named in the articles
New membersSubject to the approval rules of the Commercial Code and the articlesBy share transfer, under the articles' clauses
Running the companyLight: manager and members' meetingHeavier: board, shareholders' meetings, statutory audit
Formation costAbout 102,700 DA in observed fees with one managerHigher: larger capital, longer articles, auditor
Best forSMEs, projects with a few partnersLarge projects, many investors, activities that require this form
SARL and SPA, criterion by criterion

Why most founders choose a SARL

  • No minimum capital, against at least 1,000,000 DA for an SPA.
  • Two members are enough, against seven shareholders for an SPA.
  • Simple management, with no board of directors.
  • Lighter articles and running, so lower costs every year.

When an SPA makes sense

  • You have at least seven shareholders, or plan to bring in many.
  • You want to raise large amounts, possibly from the public, with a 5,000,000 DA minimum capital in that case.
  • You want a clear split between ownership (shareholders) and management (the board).
  • Your activity requires the SPA form: some regulated activities do. Check the rules for your sector.
  • You go beyond fifty members: a SARL is no longer possible.

The start-up case: the SPAS

Law No. 22-09 of 5 May 2022 added the simplified joint-stock company (SPAS) to the Commercial Code. It is reserved for businesses holding the start-up label. It combines shares, which make it easier to bring in investors, with a more flexible organisation than the SPA, largely set by the articles.

What to choose for your profile

Your situationOur recommendationWhy
SME with 2 to 10 partnersSARLFree capital, simple management, controlled costs
Founder on your ownEURLA single-member SARL
Industrial project with many investorsSPAShares, board of directors, room for many shareholders
Certified start-up preparing a funding roundSPASShares and a flexible organisation, reserved for certified start-ups
Activity whose rules require an SPASPANo choice: check your sector's text
More than fifty membersSPAA SARL is capped at fifty members
Recommendation by situation

Which legal form fits your project?

Three questions. You get a recommendation and your starting budget.

Question 1 of 3

Are you starting alone or with others?

What stays the same

  • The main steps: name at the CNRC, articles before a notary, BOAL notice, trade register, beneficial owners, tax office, ONS.
  • The need for a documented registered office: lease, title deed or domiciliation.
  • The beneficial owner declaration to the CNRC within one month of formation.
  • The declaration of existence (G n°8) within 30 days of starting the activity.

Do it yourself or get help

For a SARL, our step-by-step guide is enough to proceed on your own. We can also fill in the setup forms (5,000 DA for a company's 4 forms), which you file yourself, or follow the whole file for 60,000 DA, or 50,000 DA if the company is domiciled at Neuron (official fees excluded). For an SPA, legal and accounting advice is recommended from the drafting of the articles.

Three ways to get it done

Do it yourself with this guide, have your setup forms filled in, or hand us the whole file.

  1. 1I do it myself

    The free guide

    Everything you need is on this page: documents, deadlines, a filled-in example.

  2. 2We fill them in for you

    Setup form filling

    We fill in your business setup forms, for one price. You submit them yourself.

    • Beneficial owner declaration
    • Trade register, legal person
    • G n°8
    • NIS application

    5,000 DAthe 4 setup forms of a company

    Get it filled in
  3. 3We handle everything

    Full support

    We follow every setup step: 50,000 DA for a sole trader, 60,000 DA for a company, 10,000 DA less if your address is with Neuron.

    From 40,000 DA

    Start my setup

Company setup support

Name reservation, articles, trade register, NIF, NIS, CASNOS: we follow the file with you.

  • Sole trader: 50,000 DA, company: 60,000 DA
  • 10,000 DA less if your registered address is with Neuron, even from abroad
  • From abroad: 70,000 or 80,000 DA

From 40,000 DA

Registered address in Dely Brahim

Your head office in Algiers. Notarised contract ready within 3 days at most.

  • 1-year or 2-year contract
  • ID document and birth certificate
  • Your mail received for you

6,000 DA/ month

Frequently asked questions

What is the main difference between a SARL and an SPA?

Size and organisation. A SARL has 2 to 50 members with free capital and simple management. An SPA needs at least seven shareholders, capital of at least 1,000,000 DA, a board of directors and statutory auditors.

How many shareholders does an SPA need?

At least seven, except for publicly owned companies. With fewer partners, a SARL or EURL is the right form, or an SPAS for a certified start-up.

What is the minimum capital for an SPA?

1,000,000 DA if the company does not raise funds from the public, 5,000,000 DA if it does.

What is an SPAS?

The simplified joint-stock company, created by Law No. 22-09 of 5 May 2022. It is reserved for businesses holding the start-up label and cannot raise funds from the public.

Is an SPA more expensive to set up?

Yes. The minimum capital is higher, the articles are longer and a statutory auditor is required. Yearly running costs are also higher than for a SARL.

Can a SARL take in investors?

Yes, up to fifty members, through share transfers or capital increases under the articles. But SARL shares circulate less freely than SPA shares.

Can I start as a SARL and become an SPA later?

A company can change its form during its life, provided it then meets the new form's requirements, such as the SPA's seven shareholders and minimum capital. Get advice at the time of that change.

Official sources

  1. [1]CNRC, SPA information sheet (shareholders, capital, board)
  2. [2]Ministry of Commerce, the SARL and the SPA
  3. [3]Ministry of Commerce, Commercial Code, Book V (commercial companies)
  4. [4]CNRC, legal forms
  5. [5]CNRC, SARL information sheet
  6. [6]Law No. 22-09 of 5 May 2022 amending the Commercial Code (SPAS), Official Journal No. 32 of 14 May 2022

Written and checked by the Neuron Cowork team, Dely Brahim. Checked on .

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