In accordance with a statute issued in the Official Journal (JO) №32, a new legal form of business called “Simplified Joint Stock Company” (SPAS) has been established for startups in Algeria.
“The simplified joint-stock company is a company whose capital is divided into shares and whose partners only have to pay for losses up to the amount they put in,” says law No22–09 amending and adding to Ordinance No75–59 of September 26, 1975, which set up the Commercial Code.
In a statement, signed by the President of the Republic, Abdelmadjid Tebboune, on May 5, it is made clear that the simplified joint-stock company is only reserved for companies certified as “startups”.
The SPAS can be set up by one or more natural or legal people, according to the law. When it is just one person, it is called a “single-person simplified joint-stock company.”
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This kind of corporation is set up “without requiring a minimum number of partners or capital.” It is also different because its bylaws spell out how it is set up and how it works.
The SPAS’s share capital is set out in its bylaws, and the law says that this type of corporation “cannot make a public call for savings or proceed to the admission of its shares on the Stock Exchange.”
The law also states that it can only issue nontransferable shares.
These contributions don’t add to the share capital, but they do lead to the allocation of shares, which gives the owner the right to share in the company’s profits, losses, and net assets. In its articles of incorporation, the company may state how much it is worth and how much money it makes.
The powers of the Board of Directors or its Chairman are exercised by the Chairman of the SPAS or the manager designated as “General Manager” or “Deputy General Manager” in the articles of incorporation.
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In a one-person simplified joint-stock company, the role of the chairperson is also held by the lone shareholder. This means that the single shareholder does the things the chairman is supposed to do and makes the decisions that the shareholders’ meeting is supposed to make.
The law also says that the same rules that apply to a joint-stock company’s chairman or board of directors also apply to a simplified joint-stock company’s chairman, general manager, or deputy general manager.
startups legal Algeria
Charles Rapulu Udoh
Charles Rapulu Udoh is a Lagos-based lawyer, who has several years of experience working in Africa’s burgeoning tech startup industry. He has closed multi-million dollar deals bordering on venture capital, private equity, intellectual property (trademark, patent or design, etc.), mergers and acquisitions, in countries such as in the Delaware, New York, UK, Singapore, British Virgin Islands, South Africa, Nigeria etc. He’s also a corporate governance and cross-border data privacy and tax expert.
As an award-winning writer and researcher, he is passionate about telling the African startup story, and is one of the continent’s pioneers in this regard. You can book a session and speak with him using the link: https://insightsbyexperts.com/view_expert/charles-rapulu-udoh