What these minutes are for
The minutes (procès-verbal) are the written proof that the partners approved the accounts and decided how to use the profit. They are kept in the company's register of resolutions and go with the statutory filing of the accounts at the CNRC. A bank, an auditor or the tax office may also ask for them.
Typical timetable for a year ending 31 December
- 1
January to April: closing the accounts
The manager has the inventory and financial statements (balance sheet, income statement, notes) prepared and writes the management report. This is often the accountant's job.
- 2
Before convening: check the articles
The articles set how and how far in advance partners are convened, who may represent a partner and, where relevant, a majority higher than the legal one. Read them before sending anything.
- 3
Notice to partners
The manager convenes each partner in writing, within the period set by the articles and the Commercial Code, stating the date, time, place and agenda. Keep proof of sending.
- 4
Making documents available
The management report, financial statements and draft resolutions are made available to partners before the meeting.
- 5
By 30 June: the meeting
The meeting is held, resolutions are voted one by one, and the minutes are written and signed.
- 6
After the meeting: filing the accounts
The approved accounts and the minutes are filed with the CNRC. Check the deadline and list of documents on sidjilcom.cnrc.dz or at the CNRC office in your wilaya (province).
What to adapt in the template
- Identification details: exact company name, capital, registered office, trade register (RC), NIF and NIS numbers, as shown on the trade register extract.
- The list of partners and each one's number of shares: the total must match the capital in the articles.
- The quorum: add up the shares present or represented and compare with the threshold in your articles.
- The second resolution: keep only the “profit” case or the “loss” case. With a profit, first make the allocation to reserves required by the articles, then share out the rest.
- The fourth resolution (manager's pay): delete it if it does not apply and renumber the next one.
- The votes: give the number of shares for, against and abstaining on each resolution, not just “adopted unanimously” if that is not what happened.
Common mistakes
- Holding the meeting after 30 June: the legal deadline is missed, which engages the manager's responsibility and delays the filing of accounts.
- Counting partners instead of shares: the majority is calculated on capital, not headcount.
- Forgetting the attendance sheet or the written proxies of represented partners: without them, the quorum is hard to prove.
- Paying dividends while earlier losses have not been absorbed: only distributable profit may be paid out.
- Writing minutes that do not match the accounts filed: the figures must be identical to the financial statements.
- Ignoring a large loss: if equity falls below a quarter of the share capital, partners must decide whether the company continues, under the Commercial Code and the articles.
Where to hold the meeting
The meeting is held at the place stated in the notice, usually the registered office. If your company uses a domiciliation address or your premises cannot host the partners, a meeting room hired by the day works well: at Neuron Cowork in Dely Brahim it costs 5,000 DA per day.
Meeting room
To meet a client or a partner, or to sign a document, in Dely Brahim.
- By the day, booked on WhatsApp
- 3rd floor, Dely Brahim
5,000 DA/ day