EURL articles of association template for Algeria, and what differs from a SARL

The entreprise unipersonnelle à responsabilité limitée is not a separate legal form. It is a société à responsabilité limitée with only one member. The basis is article 564 paragraph 2 of the Code de commerce, introduced by ordinance 96-27: where the SARL has a single person as associé unique, it is called entreprise unipersonnelle à responsabilité limitée.

Keep the code's exact vocabulary: associé unique, and entreprise unipersonnelle à responsabilité limitée. That is what the notary and the trade register expect. Note also that there is no article 590 bis defining the EURL. Articles 590 bis 1 and 590 bis 2 deal only with the consequences of all shares being held by one person. A template citing article 590 bis as the founding provision has the wrong reference.

All SARL rules apply except those the code expressly sets aside because they presuppose several partners. That set of exclusions is what makes EURL articles specific, and it is exactly what generic templates miss.

Articles of association in Algeria are executed before a notary in French or Arabic, so we publish the template in French. This page explains every clause in English; the download is ready for your notary to work from.

The direct consequence: EURL articles must contain no convocation clause, no quorum, no majority rule and no proxy mechanics. If you find those in an EURL template, it is a badly adapted SARL template.

What article 584 puts in their place is simple. The manager draws up the management report, the inventory and the annual accounts. The sole partner approves the accounts within six months of the year end. He cannot delegate his powers. And his decisions, taken in place of the meeting, are recorded in a register. Decisions taken in breach of those rules can be annulled at the request of any interested party.

This is the most frequently forgotten obligation and the easiest to meet. Article 564 paragraph 3 gives the sole partner the powers of the partners meeting. Article 584 states that his decisions are recorded in a register.

In practice, keep a register at the registered office in which each decision is written, dated and signed: approval of accounts, allocation of profit, appointment or removal of the manager, transfer of the registered office, capital increase. That register is the only trace of the company's internal life, and it is the document a bank, a buyer or an inspector will ask for.

Article 590 bis 2 sets two prohibitions. A natural person may be the sole partner of only one société à responsabilité limitée. And a SARL cannot have as sole partner another single-member SARL.

The sanction is real: any interested party may seek dissolution. Where the irregularity results from all shares being gathered in one hand, the claim cannot be brought until one year later. The court may grant up to six months to regularise, and cannot order dissolution if regularisation has occurred by the day it rules.

If you already own an EURL, the answer is a different structure: bring in a second partner and form a SARL, or choose another form. Check this before the notary appointment, not after.

As for a SARL, article 545 of the Code de commerce requires an authentic deed on pain of nullity, and article 418 of the Civil Code extends that requirement to every later amendment of the articles. An EURL is not created with a downloaded file and a signature.

Article 548 requires publication of constitutive and amending deeds at the CNRC on pain of nullity, and Law 04-08 punishes failure to publish with a fine of 30,000 to 300,000 DZD. The BOAL insertion notice is one of the documents required in the registration file under article 9 of executive decree 15-111.