Setting up a SPA in Algeria: shareholders, capital, governance and steps

shareholders at least (Commercial Code, art. 592)

7

minimum capital without a public offering

1,000,000 DA

minimum capital with a public offering

5,000,000 DA

members of the board of directors

3 to 12

IBS rate depending on the activity (CIDTA, art. 150)

19 to 26%

Which projects is the SPA for?

The SPA is the Commercial Code's capital company. Its capital is divided into shares and shareholders bear losses only up to their contributions. It suits projects that bring together many investors, plan to open their capital, or need to show formal governance to partners (banks, large clients, investors).

In return, it is heavier than a SARL: minimum capital, at least seven shareholders, collective bodies, a statutory auditor, formal meetings. For an SME with a handful of partners, a SARL is usually simpler to run.

What the law says

Who runs it, who oversees it

The articles choose one of the two governance models in the Commercial Code. The most common is a board of directors of three to twelve members, which appoints its chair and steers management. The other model gives management to a management board, overseen by a supervisory board.

The shareholders' general meeting approves the accounts each year and appoints at least one statutory auditor (commissaire aux comptes) to certify them. Budget for the auditor's fees: they come on top of the formation costs.

The steps, in order

1. 1

   Bring the shareholders together and set the capital

   Agree on at least seven shareholders, the capital (at least 1,000,000 DA without a public offering), the split of shares and the governance model.

2. 2

   Check the activity

   Find the activity code in the CNRC nomenclature and check whether it requires an approval or a licence before registration.

3. 3

   Reserve the company name

   Get the name certificate from the CNRC. Indicative fee observed: 2,000 DA.

4. 4

   Secure a registered office

   Gather a title deed, a lease or a notarised domiciliation contract. Neuron domiciles companies in Dely Brahim for 6,000 DA per month, with a notarised contract ready within 3 days at most.

5. 5

   Sign the articles at the notary

   The notary draws up the articles, records the subscriptions and the payment of capital, and tells you which supporting documents to gather. The first directors and the statutory auditor are appointed at formation.

6. 6

   Register the company with the CNRC

   File the legal entity registration form, the beneficial owners declaration, the articles, the name certificate and the proof of office, with the tax stamp and the CNRC fees.

7. 7

   Register with the tax office and the ONS

   Apply for the NIF (tax ID), file the declaration of existence (G No. 8) at the competent tax centre, then get the NIS (statistical ID) from the ONS.

8. 8

   Register employees and open the account

   Register the company with CNAS (employees' social insurance fund) from the first hire, check which fund covers each executive, make the company stamp and open the bank account.

Documents to prepare

What a SPA costs

The SPAS, for labelled startups

Since Law No. 22-09 of 5 May 2022, a company holding the 'start-up' label can take the form of a simplified joint-stock company. It may have a single partner, and its articles freely set its organisation (management, decisions, entry of investors). It may not make a public offering. This is the form designed for fundraising by young innovative companies.

Tax

Like any capital company, a SPA falls under the standard regime and pays IBS (corporate income tax): 19% for the production of goods, 23% for construction, public works, water works and some tourism activities, and 26% for other activities. It keeps full accounts, certified by the statutory auditor.