Beneficial Owner Declaration in Algeria: obligation, deadlines and penalties

The beneficial owner is the natural person who ultimately owns or genuinely controls a company. Executive decree no. 26-163 defines it as the natural person or persons who, directly or indirectly and in the last resort, own or effectively control the client, or on whose behalf a transaction is carried out or a business relationship is established, or who exercise effective control over a legal person or a legal arrangement.

The logic is straightforward. Behind every company there is always a human being. Shares may be held by another company, itself held by a third one, but at the end of the chain there is always a natural person. That is the person the regulation seeks to identify, however many legal screens stand in front of them. Article 16 of the decree says so explicitly: where the owner or the holder of effective control is itself a legal person, you must go up the chain to the beneficial owner of that legal person.

The purpose is the fight against money laundering and terrorist financing. The register of beneficial owners is established with the National Trade Register Centre (CNRC) and constitutes a national database in which the information is collected and then made available to the competent authorities.

One frequent confusion is worth clearing up straight away: beneficial owner is not a synonym for manager. A salaried manager holding no shares is not automatically a beneficial owner, and a shareholder who does not run the company may well be one. The test is not the function performed, it is ownership of the capital or control.

The reference text is executive decree no. 26-163 of 2 Dhou El Kaada 1447, corresponding to 20 April 2026, on the public register of beneficial owners of legal persons and legal arrangements. It was published in Official Gazette of the Republic of Algeria no. 32 of 4 May 2026, available on joradp.dz.

Article 29 of that decree expressly repeals executive decree no. 23-429 of 29 November 2023, which had created the register and had been published in Official Gazette no. 76 of 30 November 2023. This matters: many online articles still present decree 23-429 as the applicable text, with its deadlines expressed in months and its compliance cut-off set at November 2024. Those indications no longer reflect the law in force. The applicable regime is that of decree 26-163.

Decree 26-163 is adopted pursuant to articles 8, 8 bis and 27 bis of law no. 05-01 of 6 February 2005 on the prevention of and fight against money laundering and terrorist financing, as amended and supplemented. Article 8 bis was introduced by law no. 25-10 of 24 July 2025, published in Official Gazette no. 48 of the same day.

Article 8 bis states the obligation in the most direct terms: every legal person under Algerian law must declare the beneficial owner within the deadlines set by the regulations in force, keep a special register of the required information constantly up to date, and ensure that this information matches what has been declared. The same article requires that register to be kept for a period of not less than five years from the dissolution of the legal person.

Decree 26-163 significantly widens the scope compared with the 2023 text. It no longer covers only legal persons under Algerian law but also legal arrangements, including trusts established outside national territory, and it sets out the obligations applicable to non-profit organisations, associations and wakfs.

The obligation applies to every legal person. In practice it covers commercial companies in all their forms, SARL, EURL, SPA and SNC, as well as civil companies, non-profit organisations, associations and wakfs. Legal arrangements follow their own regime: the reporting entities within the meaning of law 05-01 declare their beneficial owners to the CNRC.

Article 4 of the decree provides for two exclusions and only two: legal persons whose share capital is wholly or majority owned by the State, and legal persons governed by public law. Every other entity is covered, including the smallest single-member EURL incorporated last month.

The decree targets legal persons. The sole proprietorship and the auto-entrepreneur are natural persons and do not constitute a legal person separate from their founder. If you are still choosing between these forms, our comparison of legal statuses will place your case quickly (/creation-entreprise-algerie).

Article 7 of the decree organises where the basic information is filed depending on the nature of the entity. The table below summarises that allocation. Do not confuse it with the beneficial owner declaration itself, which in all cases is filed with the CNRC office in whose jurisdiction the registered office of the legal person is located, in accordance with article 8.

Article 15 of decree 26-163 sets out a cascade of three criteria applied in order. You move to the next criterion only if the previous one failed to identify the beneficial owner.

The first criterion is quantitative: a beneficial owner is any natural person holding, directly or indirectly, a share equal to or greater than 20 % of the capital or of the voting rights. Note the word or: 20 % of the voting rights is enough even if the stake in the capital is lower. Note also directly or indirectly: a holding through an interposed company counts.

The second criterion is qualitative and applies where there is uncertainty, or where the first criterion identified nobody. The beneficial owner is then the person who exercises, by any means of fact or of law, directly or indirectly, a power of control or effective, legal or efficient control over the management, administration or governing bodies, over the general meeting or over the operation of the legal person. The decree gives two illustrations: determining the content of decisions taken by the general meeting through the voting rights held, and holding the power to appoint or remove the majority of the members of the management, governing or supervisory bodies.

The third criterion is a safety net: if the first two produced nothing, the beneficial owner is the natural person who is the legal representative of the legal person. There is therefore no situation in which a company could declare that it has no beneficial owner.

One principle frames the whole exercise: natural persons exercising ultimate control over the legal person or the legal arrangement must be identified as beneficial owners whether or not they hold interests above any specified minimum threshold. The 20 % figure is a detection floor, not a shield. Ownership rights and the ways control is exercised are assessed in the light of the legislation in force, the constitutive instruments and the articles of association, taking into account in particular voting rights, economic rights, convertible shares and unpaid debts convertible into voting rights.

The declaration must also be accompanied by the additional documents needed to establish the ownership or control chain, in particular where the control structure is complex or where several intermediaries or several countries are involved.

The decree finally requires reasonable measures to be taken to verify the identity and the beneficial owner status of the persons declared, using a risk-based approach to assess whether those verification measures are reasonable.

The declaration is filed with the National Trade Register Centre office in whose jurisdiction the registered office of the legal person is located. It is submitted by the legal representative of the legal person or by persons authorised to do so.

Article 10 of decree 26-163 lays down a formal rule that changes practice: the beneficial owner declaration is submitted electronically, using the templates annexed to the decree. The CNRC has launched a dedicated electronic platform for this declaration, reachable from its portal sidjilcom.cnrc.dz. The ministry of internal trade and national market regulation publishes a guide to the declaration procedures on commerce.gov.dz.

Where there are several beneficial owners, a separate declaration form must be provided for each one. A SARL with three shareholders each holding a third of the capital therefore requires three forms, not one.

The declarant must attach the documents relating to the beneficial owner. The trade register officer verifies the accuracy, adequacy, sufficiency and currency of the information declared. To that end the officer may consult the internal register kept by the legal person, rely on any additional source of information, request any further document, or ask the declarant to correct the declaration within a maximum of fifteen days from the date of the declaration or of the request.

Article 12 of decree 26-163 sets the deadlines. This is the article directors need to remember, because the regime changed compared with the repealed 2023 decree, which reasoned in months and provided for no annual confirmation.

First deadline: the declaration must be filed within thirty days following the incorporation, registration, recording or approval of the legal person, as the case may be. For a newly created company the clock therefore starts at registration in the trade register. That is exactly the moment when the founder is juggling the NIF, the NIS, CASNOS affiliation and the opening of the bank account, which is precisely why this declaration is so often missed.

Second deadline: any change to the information concerning the legal person or its beneficial owner must be declared within thirty days. A transfer of shares, the arrival of a new partner, a change of address of the beneficial owner or the renewal of their national identity card all trigger that deadline.

Third deadline, and this is what decree 26-163 adds: in all cases, legal persons must confirm the authenticity of the information concerning their beneficial owner or owners before the CNRC each year before 31 December. This annual confirmation is due even when nothing has changed in the shareholding.

Legal persons already registered before the decree came into force remain subject to the declaration and to this annual confirmation. If your company has never declared its beneficial owner, regularisation should not wait.

Article 25 of decree 26-163 refers, for penalties, to the legislation in force. That legislation is law 05-01, whose article 32 bis 1 was introduced by law no. 25-10 of 24 July 2025.

That article provides that, without prejudice to more severe penalties provided by the legislation in force, anyone who knowingly refuses to declare the beneficial owner is punished by imprisonment of six months to two years and a fine of 1,000,000 DA to 2,000,000 DA, or by one of those two penalties.

The same article adds the decisive sentence, the one that turns an administrative oversight into a criminal offence: failure to declare the beneficial owner within the deadlines set by the legislation and regulations in force constitutes a refusal to declare. In other words, missing the thirty-day deadline is not treated as a simple, curable delay but is assimilated to a refusal to declare.

A reporting duty speeds up detection. Article 24 of the decree provides that the authorities and bodies with access to the register are informed of any breach or incomplete declaration within a maximum of 72 hours of it being noticed. Banks and designated non-financial professions consult the register as part of their due diligence: a company that does not appear in it flags itself at the first account opening or the first financing application.

Filing with the CNRC is not enough. Article 17 of the decree requires every legal person and every legal arrangement to keep an ad hoc register of the basic information and of the information relating to beneficial owners. That information must be accurate, sufficient, adequate and up to date, and article 8 bis of law 05-01 specifies that it must match what has been declared.

The retention period is at least five years from the date of expiry of the legal person. Article 19 provides in parallel that the information contained in the register of beneficial owners, the corresponding supporting documents and the basic information are kept for five years from the expiry, dissolution or removal of the legal person from the trade register, or from the date the beneficial owner changed.

The competent authorities as well as the regulatory, control and supervisory authorities must be able to consult this internal register. In practice a simple binder or a file kept up to date at the registered office is enough, provided it is consistent with the declaration filed and can be produced on request.

Finally, the expiry, dissolution or removal of the legal person leads to its removal from the register of beneficial owners, without that removal releasing anyone from the retention obligation noted above.

The decree also provides that the CNRC sets up a secure information system allowing real-time electronic exchanges with the competent authorities, and that it exchanges beneficial owner information with its foreign counterparts in compliance with international conventions and with national legislation on the protection of personal data.

The register is named a public register, but access is organised by articles 3 and 20 of the decree: the data is collected and then made available to the competent authorities and to the parties exhaustively listed above.

This is where the obligation meets our day job. Thirty days after registration in the trade register, one more formality lands on an already long list: NIF, NIS, tax card, CASNOS affiliation, professional bank account, company stamp. The beneficial owner declaration is the one people forget, because it stops nobody from invoicing or opening an account on the day. It resurfaces later, and under a criminal classification.

UpGrowth Connect treats this declaration as part of the incorporation file, on the same footing as registration itself. We identify the beneficial owner against the three criteria of article 15, including where the capital is held through an interposed company and the chain has to be traced upwards, we assemble the file with the identity documents and the ownership chain evidence, we file the declaration electronically, and we set up the internal register required by article 17.

For companies already registered, the same service exists as a regularisation, together with monitoring of the annual confirmation due before 31 December. The initial diagnostic is free and takes thirty minutes: it establishes who the beneficial owner is in your structure and whether your current position is compliant.

Our service commitments apply to this work as to the rest: a firm quote within 24 hours of the diagnostic, no hidden fees, and a WhatsApp reply within 4 working hours.