How and stages of registration in the commercial register
The registration
file is of great importance, and therefore we try to study it by studying the
registration request and its data, then the detailed basic components of the
registration file, and then we turn to the deposit of the recording file via:
- Registration in
the commercial register.
- The effects of
the registration of companies in the commercial register.
-How to restrict
the company within the National Center of the commercial register.
I / Registration in the Algerian commercial register of legal persons
1 / Registration and data request:
The request for
registration in the commercial register must be written on a form submitted by
the National Center for the commercial register, and it must be written
clearly, without addition or deletion, and the signature of the applicant for
registration or his legally qualified agent must sign it for this purpose.
The data of the
registration request must contain all the information relating to the identity
of the person concerned, his nationality, his eligibility, the name, the social
address, the place, the stores operated, the elements linked to the legal
status. and to the commercial activity of the sense necessary to be reliable in
processing or advertising. There is:
Company information: There are:
-The name or the
social address of the company.
-The legal form of
the company.
- duration of the
partnership.
-Share capital.
-Registered
Address.
-The start date of
the activity.
-1 Within the framework
of the facilitation of the procedures of registration in the commercial
register, the economic client can download the different forms of registration
in the commercial register.
Information for the main manager of the company:
- Name, first name,
date and place of birth, name of father and mother, sex, adjective, address of
residence.
- In the case of a
foreign official: the card number of the foreign resident, the date of its
validity and the mandate to issue it.
Information on the
institution being registered:
- The address of
the "duration of the lease" of the commercial store - the name and
title of the commercial owner.
Information for other legal representatives of the company:
Where the name and
title of each of them are declared as well as their description in the business
and their home address and nationality are also recorded.
Information
specific to the activity authorized by the merchant:
When the sector of
activity is defined and the name of the activity is identified with the
corresponding symbol of the activities linked to the code of economic
activities subject to registration in the commercial register.
The request must be
signed by the principal official of the company or his legal representative,
and the signature must be considered as a recognition of the accuracy of the
information provided, and it must be considered as a commitment that the
requester will not be forbidden to negotiate.
2 / The registration dossier through the previous texts relating to the commercial register:
The registration
request must be attached to all the documents which prove the validity of the
student statements and have been detailed in various laws and decrees
organizing the commercial register.
- This is to
enshrine the principle of reducing documents and to facilitate the procedures
for registration in the commercial register, provided that the legal person is
registered in the commercial register on the basis of a signed and published
request on forms submitted by the National Center of the commercial register
attached to the following documents:
- 01 copy of the
Basic Law which includes the incorporation of the company or a copy of the
articles of association of the company when it is a public company of an
industrial and commercial nature.
- A copy of the
announcement of the publication of the company's statutes in the official
bulletin of legal announcements.
- Proof of the
presence of a qualified place to receive a commercial activity by presenting a
title of ownership, a rental contract or a concession to the real estate
container which contains the commercial activity, or any Muslim contract or
decision of transfer by an organization public.
It stipulates that
a person subject to registration in the commercial register is a natural or
legal person to carry out the registration, modification or renewal procedures,
or extract a second copy by submitting a receipt for payment tax stamp duties
provided for by applicable law.
In addition, the
procedures for registration in the commercial register involve the payment of
the specified registration fees in accordance with the applicable regulations.
- When it comes to
the exercise of a regulated activity or profession, the subject of the
restriction concerned is a personal*** nne physical or moral, before registration
in the commercial register, the temporary license or accreditation recognized
for this purpose must be attached to the registration file.
- The birth
certificate and the jurisprudence certificate have been deleted from the file.
The number of copies of the law has also been reduced
Primary delivered
in a single copy.
The question is how
to verify the full identity of applicants for registration, as well as not to
be caught by the crimes and misdemeanors that prevent entry in the commercial
register?
To
answer the question, the director general of the National Center for the
Commercial Register issued on May 26, 2015 a note under No. 5008 addressed to
women and gentlemen from the local branches of the National Center for the
Commercial Register and came to explain the requirements. of Executive Decree
No. 15-111 of May 03, 2015 specifying the conditions for registration,
modification and deletion of the Commercial Register Read:
The
new requirements are part of the facilities which have been enshrined by the
public authorities in order to facilitate the investment process in Algeria,
where the registration file in the commercial register has been reduced by
eliminating the birth certificate and the act previous judicial process.
It
should be noted that, in accordance with these new requirements, in particular
those relating to the deletion of the birth certificate, you must ensure that
the subjects who fill out the forms at their disposal fill it out carefully in
order to correctly record their information, especially those related to their
identity.
Concerning
the judicial precedents of the subject, and after having deleted the journal of
judicial precedents from the registration file in the commercial register,
knowing that the law relating to the conditions for the exercise of commercial
activities mentioned the methods of counting crimes and offenses which prevent
their authors to register in the commercial register without providing a
rehabilitation certificate.
I
also inform you that the National Center of the Commercial Register will make
available to local branches the access codes to the portal of the Ministry of
Justice to carry out a review of the judicial precedents of the persons
registered in the Commercial Register before completing the registration
process.
We
note that this memorandum provided a solution concerning the procedure
according to which the suppression of the sheet of judicial precedent is
compensated by the entry of the employees of the local branches of the National
Center of the commercial register in the portal of the Ministry of Justice and
research in judicial precedents of those subject to Inscribed.
- However,
compensation for the deletion of the birth certificate by accurately typing the
subject of their information would damage the credibility of the information on
the center card. The solution is to require subjects to carefully fill out the
registration request form, while granting employees of the National Commercial
Registration Center a license to enter the national civil status register and
verify this information.
As for foreigners,
the subject of communication remains the only means to date.
II / Effects of the registration of companies in the commercial register:
The procedure for
registering companies in the commercial register has important legal
implications, as this procedure is the legal gateway to enter this company in
the field of legal persons and consider it as a legal person to be taken into
account and so it is authorized to exercise freely the commercial activity.
Registration is
also a way to expand the activity and make a secondary registration in addition
to this first entry, which is considered key.
1 /: The acquisition by the company of a legal personality and its results:
The acquisition of
the legal personality of the legal person is the most important of the effects
of its registration in the commercial register for that which we are studying.
In this
requirement, we try to study legal personality and its legal effects through
two branches:
We devote the first
branch to the study of the concept of legal personality. As for the second
branch, we study its effects.
1-1 /: The concept of corporate identity:
The
registration in the commercial register has important implications, because it
is considered as the beginning of the legal life of the company and confirms
the commercial nature of the company and the rights and obligations that this
implies.
The most important
effect of registering companies in the commercial register is the acquisition
of legal personality.
What is this legal
personality and what are the effects of enjoyment?
Legal
personality is the authority for*** establish rights and duties. This authority
is also available for the natural or human person. It may be available to the
legal or moral person which is a group of people who aspire to achieve a
specific goal.
The
legal personality of a legal person does not correspond to the fixed legal
personality of a person due to the difference between the natural person and
the legal person in terms of nature, composition and purpose.
The
legal person enjoys all the rights, except those inherent in the status of man,
within the limits provided by law.
Be
that as it may, legal personality is one of the means of legal formulation
aimed at creating the independence of a group which seeks a specific goal and
at creating a personal legal life for this group which distinguishes it from
life. of the people who make it up.
Algerian
commercial law stipulates that the company has legal personality only from the
date of its registration in the commercial register, and before the end of this
registration, the persons who have signed up on behalf of the company and for
his account will be joint and several without determining their money unless
the company after its incorporation has legally agreed to take on the
commitments made. Commitments are the commitments of the company since its
creation.
The entity
continues until it expires. And the company may expire at the expiration of its
time limit or its dissolution by the will of the partners or by virtue of the
judicial power for other reasons for expiration of the companies.
- The company is
considered to be in liquidation from the time it was dissolved for any reason,
and the address or name of the company must be followed by the following
declaration, a company in liquidation. The legal person has liquidation needs
until its closure.
The company's
solution only takes effect on others on the day of its publication in the
commercial register.
Consequently,
the company may be sued during the liquidation, and the liquidator may conclude
contracts and perform obligations to the extent necessary for the liquidation
work. If the company refuses to pay its debts during the liquidation period, a
month of bankruptcy may be requested as a legal person.
1-2: Consequences of legal personality:
According
to civil law, the company enjoys as a legal person all rights, except those
inherent in human capacity, within the limits set by law. It follows from this
original that the company has a financial liability independent of the debts of
its principals, and it also obtains a capacity, a name, a domicile and a
nationality which distinguish it from other companies.
First: a financial
liability independent of the debts of the partners or shareholders:
One
of the consequences of legal personality is that the company acquires a
financial liability independent of the claims of its constituent partners, so
that the partners are not entitled to dispose of it, but rather that it is the
property of the business that is placed to serve the purpose for which it was
created.
Second: the
domicile or the registered office of the company:
The
company has a registered office and constitutes the domicile of the legal
person and must be diagnosed in the fundamental law of the company.
Third: Company
name:
The
company must have a name that distinguishes it from other companies, and the
company is free to choose the name that suits it. However, in shareholder
society, the name derives from the reason for which it was created.
In
the case of business people, the name is combined with the address, which
indicates the names of the people responsible for the personal responsibilities
of the business.
Fourth: Nationality
of the company:
Society in
particular may differ from the nationality of its constituent members, and the
appointment of society is useful in many areas for understanding the extent of
society enjoying the rights that each country confers on its citizens,
including the right to trade and to determine the State which has the right to
protect the company in the international field, then the nationality of the
company is what determines the law to be applied in matters of health of its
composition, eligibility, tools, of dissolution and general liquidation.
Algerian
civil or commercial law did not explicitly specify in the text the question of
the nationality of the company, and it was not regulated by the Algerian
nationality law, which was only subject to the nationality of the persons
physical.
Fifth: Management
or business management:
The
company has the right to deal with others within the limits of the final*** ity
for which it was created, but it cannot manage this eligibility alone, which
means that it cannot dispose of its funds and appear before the courts, then it
is represented by an assistant, who is the manager who expresses their will and
undertakes to carry out all of their work.
The
director is considered to be an agent of the company working on his behalf and
on his behalf within the limits of his powers provided for in an appointment
contract or in the company contract.
It
is the partners who receive this The agency and the selection of the
entrepreneur cannot be made by consensus of the partners, but with the
agreement of the majority. However, the entrepreneur is considered an agent of
the enterprise and of all partners, even for partners who have not accepted his
choice. If the manager were an agent in the literal sense, he would not have
the capacity to represent those who would not accept his appointment as manager
of the company.
III: How to
restrict the company within the commercial registration center:
Thanks
to the electronic application of the National Center of the commercial
register, the information on the company is recorded by an information system
which records all the data relating to the company in a secure way and
searchable if necessary.
The National Center
for Commercial Registry electronic application is divided into:
Apply a contract
and apply a registration.
The first branch electronic application: contract:
This is the first
request to be processed when the company is registered in the commercial
register. Where the legal deposit of the business contract is represented
electronically. After opening this application, all information about the
company contract is saved:
-Date of filing of
the business contract.
-Company Name.
-The legal form of
the company.
- The capital of
the company and the number of gross shares constituting it.
- The data relating
to the contract of the name of the notary who concluded the contract, the
number and the date of the contract.
- Data relating to
partners or shareholders, represented by their names, first names, dates and
place of birth of their nationality. Their residential addresses are the number
of shares they own and then describe them in the business as partners or
administrators are associates or associate managers of the manager ... or
non-associate administrators then the sector of activity is registered.
Thus,
after this information has been recorded and installed, the electronic system
is assigned a special number for the contract of this company which cannot be
modified. It is used to make various changes to the extent of the company's
radiation.
This
number is used to switch to the second application, which is:
Second branch: Electronic application: Register (sijil):
After entering the
contract number in a registration request, the electronic system allows us to
access the registry application and enter the information for this request,
which is:
The date of
submission of the file and the date of the start of the activity.
Information
relating to the place or registered office where the company operates and is
represented in:
- Nature of the
title deed or rent
- Is the date and
the start of the contract closed or renewable?
Owner's name and
title.
- Commercial
information related to property or construction.
-Information on the
activity of the company by entering the activity codes corresponding to this
activity.
-Information
relating to registration fees, which are the number and date of the payment
authorization ...
After
entering this information, it is installed and the electronic system assigns it
a special number, which is the registration number in the commercial register
which remains unchanged, and this is the number that appears on the extractor
from the commercial register .
The third branch: extract from registration in the commercial register:
The
extractor from the commercial register is an official document which qualifies
any natural or legal person who has full legal capacity to exercise his commercial
activity, and he is brought before others to the point of contesting it by
forgery.