SARL articles of association template for Algeria, with the rules behind each clause

The articles of association, statuts in French, are the contract that creates the company and organises how it runs. They set who contributes what, how the shares are allocated, who manages, how decisions are taken, how profits are shared and what happens when a partner wants out. Anything left unwritten will be decided by the law, sometimes in a way you would not have chosen.

Under Algerian law the société à responsabilité limitée is defined by article 564 of the Code de commerce: it is set up by one or more persons who bear losses only up to the amount of their contributions. That limitation of liability is what explains the formalism around the articles.

Our Word template follows the same structure article by article, and states for each one the legal provision it rests on, or flags it as a customary clause you are free to rewrite. That is the difference with generic templates found online, which often copy French clauses that are ineffective, or even contrary to Algerian law.

Articles of association in Algeria are executed before a notary in French or Arabic. An English set of articles would have no value at the notary's office or at the CNRC counter, so we do not translate the file. This page explains every clause in English; the download stays French so your notary can work from it directly.

Four SARL-specific requirements sit on top, each in its own article. Article 564 requires the name to be immediately preceded or followed by the words société à responsabilité limitée, or the initials S.A.R.L, together with a statement of the share capital. Article 566, as rewritten by Law 15-20, adds that the capital must appear on all company documents and be divided into equal shares. Article 567 requires the allocation of shares between partners to appear in the articles. Article 568 requires the valuation of each contribution in kind to appear there too.

Two form rules complete the picture. Article 565 requires every partner to appear at the constitutive deed, in person or through an agent holding a special power. Article 549 recalls that the company acquires legal personality only upon registration in the trade register.

This is where most online content is wrong. Since Law 15-20 of 30 December 2015, article 566 provides that the share capital of a SARL is set freely by the partners in the articles. The 100,000 DZD minimum was abolished, as was the 1,000 DZD minimum per share. Only the requirement of equal shares survives.

If a template, a blog post or even an institutional page still quotes a 100,000 DZD minimum, it is reproducing the pre-2015 text. The consolidated PDF circulated by the Ministry of Commerce is itself pre-2015 on this point, which explains how persistent the error is.

Do not draw the opposite conclusion either. A token capital is a poor idea: the amount is the first solidity signal a bank, a landlord or a client reads, and it appears on every company document. On the files we handle, capital starts at 100,000 DZD as a credibility choice, not a legal obligation.

Article 545 of the Code de commerce is unambiguous: the company is, on pain of nullity, recorded in an authentic deed. Article 418 of the Civil Code goes further and voids any amendment to the contract that does not take the same form. Every later change to the articles must therefore go through a notary as well.

Publication follows. Article 548 requires constitutive and amending deeds to be published 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, so the BOAL comes before the trade register, not after.