Joint-Stock Company (SPA) formation

What is a SPA?

A SPA (Société Par Actions - Joint-Stock Company) is the legal form suited for large companies and major projects in Algeria. It allows gathering a large number of shareholders (minimum 7) with a minimum share capital of 1,000,000 DZD. Each shareholder's liability is limited to their contributions.

Requirements for creating a SPA

To create a SPA in Algeria, you must meet the following conditions:

• Minimum 7 shareholders (natural or legal persons)
• Minimum share capital of 1,000,000 DZD
• At least 1 board of directors with 3 to 12 members
• A managing director appointed by the board
• Registered office in Algeria
• Release of at least 25% of capital at incorporation

Steps to create a SPA

Creating a SPA is more complex than a SARL and follows a rigorous process:

• Reservation of company name (CNRC - Sijilcom) - 800 DZD
• Drafting of bylaws with a notary - 80,000 to 150,000 DZD (more complex than SARL)
• Deposit of share capital at the bank (minimum 1,000,000 DZD, minimum release 250,000 DZD)
• Formation of the board of directors
• Publication of legal notice in BOAL
• Registration with CNRC (15-30 days)
• Obtaining NIF from DGI (free, 7-15 days)

Required documents

To build your SPA file, you will need:

• Negative certificate of company name (Sijilcom)
• Original notarized bylaws + certified copies
• Bank certificate of partial capital release (minimum 25%)
• Proof of publication in BOAL
• ID card or passport of all board members
• Proof of registered office (commercial lease, deed of ownership or domiciliation)
• Minutes of the constituent general assembly
• Board minutes appointing the managing director
• CNRC registration form duly completed
• ID photos of directors

Timeline and costs

The complete SPA creation process generally takes 6 to 12 weeks, due to administrative and legal complexity. The estimated total cost is approximately 500,000 to 800,000 DZD, including high notary fees, registration fees, expert fees and administrative costs.

SPA taxation

A SPA in Algeria is subject to the same taxes as a SARL, but with heavier reporting obligations:

• IBS (Corporate Income Tax): 19% (industry), 23% (services), 26% (trade/import)
• TAP (Professional Activity Tax): 1 to 2% of turnover
• VAT: 9% (reduced rate) or 19% (standard rate) depending on products/services
• Mandatory statutory auditor (CAC): annual audit required

Advantages of a SPA

The SPA offers many advantages for large companies:

• Ability to raise significant funds (minimum 7 shareholders, no maximum)
• Liability limited to contributions (personal asset protection)
• Maximum credibility with banks, investors and international partners
• Easy transfer of shares (more liquid than SARL)
• Structure suited for major projects and groups
• Possibility of public offering
• Clear governance with board of directors

Differences between SPA and SARL

It's important to choose well between SPA and SARL according to your project:

• SPA: 7+ shareholders, min capital 1M DZD, complex structure, large companies
• SARL: 2-50 partners, min capital 100K DZD, simple structure, SMEs
• SPA: heavy governance (board, general assembly, mandatory CAC)
• SARL: simplified management (manager, no CAC unless high turnover)
• SPA is suited for ambitious projects requiring significant capital