The 51/49 rule: what is left of it
For years, a foreign investor could only set up a company in Algeria with Algerian resident partners holding at least 51% of the capital. The 2020 supplementary finance law lifted this requirement for most activities. It keeps it in two cases, clarified since by later finance laws: importing goods for resale in their original state, and so-called strategic activities.
Law 22-18 of 24 July 2022 on investment, which replaced the previous investment law, sets no cap on foreign ownership. The only capital limits are therefore those of article 49 above, plus the licences required for regulated activities.
| Activity | Possible foreign capital | What to check |
|---|---|---|
| Production of goods (industry, food processing, crafts) | Up to 100% | Licences specific to the activity, if it is regulated |
| Services (consulting, digital, construction, tourism, training...) | Up to 100% | Any sector approvals |
| Exports | Up to 100% | Foreign exchange rules on repatriating export earnings |
| Imports for resale in their original state | 49% at most | 51% resident national partners, import-specific conditions |
| Strategic activities (article 50) | 49% at most | The article 50 list and the sector's own texts |
| Wholesale or retail trade | Check case by case | Origin of the goods and current wording: ask the CNRC before drafting the articles |
Which company form to choose
A project led by a foreigner usually takes the form of a commercial company under Algerian law, entered in the trade register kept by the CNRC (National Trade Register Centre). The rules on form are the same as for Algerian partners. What needs particular care is the split of capital, the management and the foreign documents.
| Form | Partners | Capital | For which project |
|---|---|---|---|
| EURL (single-member limited company) | 1 partner | Freely set since Law 15-20 of 2015 | A sole investor |
| SARL (limited liability company) | 2 to 50 partners | Freely set since Law 15-20 of 2015 | A project with several partners, including Algerian partners |
| SPA (joint-stock company) | At least 7 shareholders | At least 1,000,000 DA | A larger project with a board of directors |
Managing the company: the foreigner's professional card
Being a partner and being the manager are two different things. A foreigner who personally carries on a commercial, industrial, craft or liberal activity in Algeria, or who runs and manages a commercial company, must hold a professional card. You apply to the regulation and general affairs directorate (DRAG) of the wilaya where the registered office is located, and the wali issues it to legally resident foreigners, against a stamp duty of 30,000 DA (2025 Finance Law, art. 51).
According to the Ministry of Commerce, the card no longer has to be shown before registering with the trade register. The company registers first, then the foreign manager applies to the wilaya for the card. The card is valid for two years and can be renewed; apply for renewal no later than 60 days before it expires (Executive Decree 06-454, art. 6).
Residence: when it matters
Entry and residence of foreigners are governed by Law 08-11 of 25 June 2008. When setting up a company, residence matters at two points. First for management, since the professional card is for legally resident foreigners. Second for activities under the 51/49 rule, where the Algerian partners must be resident. A foreign partner who does not manage the company and does not sit on its board of directors or supervisory board is not covered by the professional card (Executive Decree 06-454, art. 1).
Documents issued abroad
Documents issued outside Algeria have to carry an apostille (countries party to the Hague Convention) or, failing that, be legalised, then be translated into Arabic by a sworn translator, before being handed to the notary or the CNRC. The exact requirements depend on the issuing country. Ask the notary who will draft the articles for the list before you start anything abroad: a wrongly legalised document has to be redone.
The steps, in order
- 1
Classify the activity
Identify the trade register activity code and check two points: is the activity under the 51/49 rule, and is it regulated (approval, licence)?
- 2
Settle the partners and the capital
Choose the form (EURL, SARL, SPA). If the 51/49 rule applies, bring in Algerian resident partners holding at least 51% of the capital.
- 3
Reserve the company name
The CNRC issues the name certificate for 800 DA according to its fee schedule. It is valid for 6 months.
- 4
Prepare the foreign documents
Apostille or legalisation, then Arabic translation of documents issued abroad, following the notary's list.
- 5
Sign the articles and secure the registered office
The notary drafts and executes the articles. The office is evidenced by a notarised lease or a notarised domiciliation contract in the company's name.
- 6
Register the company with the CNRC
File the registration, then the beneficial owner declaration within the month following registration.
- 7
Apply for the foreign manager's professional card
With the wilaya services, once the company is registered.
- 8
Complete tax and social security steps
G n°8 declaration of existence and NIF (tax number) at the tax office, NIS (statistical number) at the ONS, social security registration of the manager (CASNOS or CNAS depending on status).
- 9
Open the bank account and pay in the capital
Funds from abroad go through the bank, with the supporting documents kept.
Investing: Law 22-18 and the AAPI
Law 22-18 on investment sets the principle of equal treatment of investors and provides guarantees, including the transfer, subject to conditions, of the capital invested and the income it generates. It created the Algerian Investment Promotion Agency (AAPI), which runs a one-stop shop with national competence for major projects and foreign investment. Registering your investment with the AAPI, before you carry it out, is the condition for the incentives provided by law (Law 22-18, art. 25; Executive Decree 22-299, art. 3). A foreign investment registers at the one-stop shop for major projects and foreign investment (art. 4 of the decree). None of these texts makes it a condition for registering the company. The transfer guarantee requires foreign currency contributions imported through a bank, of at least 25% of the investment cost (Law 22-18, art. 8; Executive Decree 22-300, art. 8).
A registered office in Algeria
Every company registered in Algeria needs a registered office. Without premises, domiciliation provides an official address. At Neuron Cowork in Dely Brahim (Algiers), it costs 6,000 DA per month, with a notarised contract for one or two years, which is 72,000 DA for one year. We need the manager's ID (a passport for a foreigner) and birth certificate, and the contract is ready within 3 days at most. Domiciliation does not suit an activity that receives the public or stores goods: you then need premises.
Registered address in Dely Brahim
Your head office in Algiers. Notarised contract ready within 3 days at most.
- 1-year or 2-year contract
- ID document and birth certificate
- Your mail received for you
6,000 DA/ month
Costly mistakes
- Drafting 100% foreign-owned articles for an import-for-resale activity: the file may be rejected or the company may have to be restructured.
- Counting a non-resident Algerian partner towards the required 51%.
- Appointing a foreign manager without legal residence: they will not be able to obtain the professional card.
- Having documents translated before getting the notary's list, then having to redo everything.
- Bringing in the capital in cash or through informal channels: you lose the proof needed to transfer profits one day.
- Choosing a domiciled office for an activity that requires premises or a warehouse.
Three ways to get it done
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