Closing or deregistering a business in Algeria: dissolution, liquidation, deregistration

Closing is not walking away

A business that no longer trades but has not been closed still exists. It must keep filing tax returns (the G n°50 every month under the real regime, for example), the self-employed manager still owes their CASNOS contribution, and the registered office contract keeps running. Leaving a company dormant without formalities means piling up missing returns and penalties. Closing properly takes a few months of discipline, but it puts an end to all of that.

Company or sole trader: two paths

Step 1: deciding to dissolve

The Commercial Code provides several grounds for dissolving a company, including the end of the term set in the articles and an early decision by the partners. In the most common case, the partners (or the sole partner of an EURL) meet and decide to dissolve the company early, under the majority rules set by law and the articles. The same decision appoints the liquidator, often the manager, and sets the address where the winding up will be handled. Like the articles, this decision goes through the notary in practice and is then published as a legal notice.

Step 2: winding up

During the winding up, the company still exists, but only to finish its business. The liquidator draws up an inventory, collects what customers owe, sells what can be sold (stock, equipment), pays the debts, ends the contracts and closes the liquidation accounts. Any surplus is shared among the partners according to their rights.

1. 1

   Inventory and accounts

   The liquidator lists what the company owns and what it owes at the date of dissolution.

2. 2

   Collect and sell

   They collect customer receivables and sell the company's assets.

3. 3

   Pay the debts

   Salaries and severance, taxes, CASNOS and CNAS contributions, suppliers, the bank. Every debt settled during the winding up is one less debt after closure.

4. 4

   End the contracts

   Employment contracts (in line with labour law), lease or domiciliation, subscriptions. Keep a valid address until deregistration: that is where the administration writes to you.

5. 5

   Close the winding up

   The partners approve the liquidation accounts, discharge the liquidator and record the closure. In practice this deed goes through the notary and is published as a legal notice.

Step 3: applying for deregistration at the CNRC

Once the winding up is closed, the liquidator (or the sole trader) applies to the CNRC for deregistration. This is what removes the business from the trade register. The file usually includes the deregistration form, the deed closing the winding up, proof of the legal notices and the original trade register extract. Get the up-to-date list from the CNRC branch before you put the file together.

Step 4: closing with the tax office and the funds

• Tax office: file the notice of closure with your tax office within the deadline set by the CIDTA, which is short, then the final returns (last G n°50, return of results up to the closure date, or G n°12 bis under the IFU) and pay the balance. Ask for a document confirming your tax position is settled.
• CASNOS: declare the end of activity of the self-employed manager or sole trader, and pay the contributions due up to closure.
• CNAS: declare the employees' departure, pay the final contributions and give each employee their end-of-contract documents.
• Bank: close the account once the last payments have gone through.
• Registered office: end the domiciliation contract or lease only when you no longer need an official address.

How long it takes, what it costs

The time depends mainly on the winding up. A company with no debts and nothing to sell closes much faster than one that has to clear stock, collect receivables or lay off staff. On costs, allow for the notary's fees for the deeds, publication fees and CNRC fees: ask each for the amounts before you start. Until deregistration is obtained, also budget for running costs (registered office, contributions).

Common mistakes

• Stopping all returns as soon as trading ends, without declaring the closure.
• Ending the registered office contract too early: the administration has no address to reach you during the winding up.
• Forgetting the manager's CASNOS: contributions keep running until the closure is declared.
• Paying out the remaining money to the partners before every debt has been paid.
• Losing the original trade register extract, which is requested at deregistration.