Legal entities established in Algeria prior to the publication of Executive Decree No. 23-429 of 30 November 2023 face a 30 November 2024 deadline to comply with certain ownership reporting obligations.
Executive Decree No. 23-429 of 30 November 2023 introduced the public register of beneficial owners for legal entities incorporated under Algerian law. Legal entities set up prior to the date of publication of Executive Decree No. 23-429 must comply with the reporting obligation by 30 November 2024.
Affected entities and their obligations
Algerian legal entities are obligated to declare their beneficial owner(s) in the "Register of beneficial owners" of the National Trade Register Center (CNRC) to which their registered office is affiliated, by filing a specific form provided by Executive Decree No. 23-429.
The reporting obligation applies to legal entities incorporated under Algerian law and registered in the Trade Register, with the exception of legal entities in which the Algerian State holds the majority capital share and legal persons governed by public law.
Beneficial owners
Beneficial owners are defined as natural persons:
- Who own or control the customer, the customer's agent or the beneficiary of life insurance contracts
- On whose behalf a transaction is carried out or a business relationship is established
- Who, as a last resort, exercises effective control over a legal entity
Furthermore, a natural person is identified as a beneficial owner of a legal entity if they meet any of the following criteria:
- Directly or indirectly holds 20% or more of the entity's share capital or voting rights
- Exercises control, directly or indirectly, over the board of directors and executive officers — if there is uncertainty regarding the identity of the beneficial owners; this includes those with the power to participate in decision making at general meetings and the right to appoint and dismiss members of the entity's management bodies (board of directors, executive board, supervisory board)
- Is the legal representative of the entity — if criteria 1 and 2 fail to identify the beneficial owner
Compliance requirements for legal entities to declare their beneficial owner
The beneficial owner declaration can be made electronically using the National Trade Register Center's online platform.
Legal entities are required to declare their beneficial owner(s) to the National Commercial Register Center within the month following the legal entity's establishment or registration.
Legal entities set up prior to the date of publication of Executive Decree No. 23-429 (i.e., 30 November 2023) must comply with the reporting obligation within one year of the date of its publication in the Official Gazette.
Furthermore, if the legal entity has more than one beneficial owner, a separate declaration form must be provided for each beneficial owner.
Maintenance of information
At the entity level, all declared information must be kept in a dedicated register, also known as the register of beneficial owners. Even if the entity becomes deregistered from the trade register, or its beneficial owners change, the entity's representatives or shareholders should retain the information and supporting documents for a period of five years.
Additionally, if there are any changes in the information concerning the legal entities or their beneficial owners, these updates must be reported within one month of the change. This ensures that the register remains accurate and up to date, facilitating transparency and compliance with legal requirements.
Contact Information |
For additional information concerning this Alert, please contact: Ernst & Young Advisory Algérie
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Published by NTD’s Tax Technical Knowledge Services group; Carolyn Wright, legal editor For a full listing of contacts and email addresses, please click on the Tax News Update: Global Edition (GTNU) version of this Alert. |
