How and stages of registration in the commercial register ~ Investment,finance for businesses

Tuesday, May 19, 2020

How and stages of registration in the commercial register

registration in the commercial register

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.
registration in the commercial register

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.



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