Liaison office, branch or subsidiary: how a foreign business sets up in Algeria

The liaison office: representing without selling

A liaison office prepares a presence in Algeria: it studies the market, meets partners, promotes the company's products and handles administrative formalities for it. It has no legal personality and acts in the foreign company's name, by delegation. It opens under a Ministry of Commerce approval, outside the trade register rules (Executive Decree 15-111, art. 29).

The approval file, in two stages

The foreign company's authorised officer sends the application to the Ministry of Commerce, with two documents:

If the ministry accepts the application, the company completes the file with six documents:

What the office cannot do, and who cannot open one

• Carry on a commercial activity in the name and on behalf of the foreign company: the order strictly forbids it, and the ministry then withdraws the approval, without prejudice to other penalties (art. 9).
• Obtain any other approval (art. 11).

Article 14 of the order also rules out some applicants:

• natural persons;
• agencies, branches, commercial representations and other establishments of a company based abroad;
• consulting and customs declaration companies, except service providers whose presence in Algeria is considered essential;
• legal persons whose activity is not subject to the trade register.

Running costs, staff and tax

The foreign company pays all the office's costs, including salaries and the related social security and tax charges, from the CEDAC account. The office displays the company's name followed by "liaison office" on the building, and its employees fall under Algerian labour law. Since it carries on no economic activity, its tax and social security obligations relate to its staff.

The order sets a maximum period of two months before expiry for the renewal application, which comes with a new registration duty receipt, a lease covering the new period and a tax status certificate. On closure, the bank releases the security deposit (and transfers it, where applicable) only on a release issued by the Ministry of Commerce. To obtain it, the company submits its closure decision, a tax roll extract showing it is up to date with its taxes and a CNAS (employees' social security fund) up-to-date certificate.

The branch: operating in the foreign company's name

A branch lets the foreign company work directly in Algeria without forming a new company. It acts in the foreign company's name, which operates through this establishment. Because it carries on a commercial activity, it is entered in the trade register and falls under Algerian law.

The registration file

Executive Decree 15-111 sets the documents for branches, agencies, commercial representations and other establishments of a commercial company based abroad. The application is made on the forms of the CNRC (National Trade Register Centre), with:

Registration involves stamp duty and the CNRC's fees (Executive Decree 15-111, art. 25). A branch cannot itself open a liaison office (2015 order, art. 14).

Management and tax

The foreign company decides to open the branch, through the decision filed with the CNRC. If the person running the branch locally is a foreigner, ask the wilaya (province) whether the professional card under Executive Decree 06-454 applies to that role. The branch operates in Algeria and therefore has tax obligations there. This guide does not cover how its profits are taxed or transferred to the parent company: have an accountant confirm this before opening.

The subsidiary: an Algerian company

A subsidiary is a company under Algerian law, formed by the foreign company alone (EURL) or with other partners (SARL, SPA). It has its own partners, capital and officers, and it acquires legal personality when it is entered in the trade register.

In practice, a foreign company can be the sole partner of an EURL or a partner in a SARL, but the manager will be a natural person. A foreign manager needs the professional card, which the wali (governor) of the registered office's wilaya issues for two years, renewable (Executive Decree 06-454, art. 5 and 6).

Capital and the 51/49 rule

The finance laws for 2022 and 2025 rewrote article 50. It now covers industries linked to the military industries, railways, ports and airports, pharmaceutical industries (with exceptions) and fertiliser production. Mining and upstream energy have no longer been on the list since the 2022 finance law.

Tax, the transfer guarantee and the AAPI

A subsidiary follows the tax rules for Algerian companies: our guides to IBS (corporate income tax) and the tax calendar cover them. To be able to transfer capital and profits out of Algeria one day, bring cash contributions in through the banking system, in convertible currency. Law 22-18 attaches the transfer guarantee to these contributions, and Executive Decree 22-300 requires them to reach at least 25% of the investment cost.

A foreign investment registers with the one-stop shop for major projects and foreign investment of the Algerian Investment Promotion Agency (AAPI), under Executive Decree 22-299. This registration opens the incentives; these texts do not make it a condition for registering the company. The incentives can only be used after entry in the trade register and allocation of the NIF, the tax identification number (art. 13 of the same decree).

Which form for which project

What Neuron can do

Neuron supports the setup of the subsidiary. From abroad, full support costs 80,000 DA for a company, or 70,000 DA if it is domiciled at Neuron in Dely Brahim, where domiciliation costs 6,000 DA a month with a notarised contract for one or two years. If you live in Algeria: 60,000 DA, or 50,000 DA with domiciliation. These fees exclude official charges. For a liaison office or a branch, describe your project on WhatsApp: we will tell you what we can handle, with the fee quoted on WhatsApp.