The secondary registration in the trade register comes
after the desire to expand the activity of the institution to other branches
that would increase sales and development to practice another complementary
activity, and we will address:
-The concept of secondary enrollment ;
-Justifications for opening secondary institutions ;
1 / definition of secondary registration in the trade register:
Secondary registration means that restriction aimed at
registering a secondary institution in the same commercial registry as the main
commercial institution and / or in other commercial records.
It is worth noting in this regard that there is a distinction
between the registration of a secondary institution in the same commercial
registration as the main commercial institution, so it is called a
supplementary registration.
However, if the registration or entries are in the registry
or other commercial registrations, he is termed as secondary or secondary
registrations, and this is what is required of him in French legislation,
unlike the rest of the legislation.
The secondary record is requested by all natural and legal
persons that have made a primary registration before, meaning everyone who has
made a primary registration.
Accordingly, the company's registration in the commercial
registry gives this company the possibility to open a secondary institution or
institutions according to the need for its activity, and it is achieved at the
commercial registry level by making a secondary registration.
The registration, amendment and cancellation procedures in the commercial register stating:
-Registration in the commercial register is of a personal
nature.
-A person registered in the Commercial Register shall be given
only one number to the main registration, which cannot be changed until the
purpose of his deletion.
-The secondary enrollment is carried out with reference to the
main enrollment.
- Secondary enrollment: Every restriction related to
secondary activities practiced by each natural or legal person and represents
an extension of the main activity and / or the practice of other commercial
activities present in the territory of the main institution and / or other
states.
2 /: Justifications for opening secondary registration in the trade register:
- The company's activity and the partners ’decision to use
another place to do the same or other activity in this same state or in another
state.
The exercise of an activity that does not constitute a group
homogeneous with the main activity, such as the practice of a nutritional
activity with a non-nutritional activity.
- Carrying out an activity that enters into a sector that
conflicts with another sector and cannot be placed in the same extract of the
commercial registry as the practice of production with a retail sale or the
practice of import and export activity with a retail sale.
In these cases, due to the existence of legal impediment and
justification, the establishment of a secondary institution is resorted to.
3 / the dossier to provide for secondary registration in the trade register:
By noting the texts organizing the commercial register, we
note that the legislator did not organize the file to be submitted for the
registration of the secondary institution.
The required file for enrollment in secondary institutions consists
of the following:
- A written request to forms submitted by the National Center
for Commercial Register
- Tenancy contract or title deed of the shop that includes
the secondary activity
Approval or authorization when it comes to a regulated
activity or profession.
- A copy of the receipt for payment of the tax stamp rights
stipulated in the applicable fiscal legislation.
- The receipt of payment of registration rights in the
commercial register as specified in the applicable regulation.
- A copy of the Basic Law for the legal entities.
Registration in the commercial registry for secondary
activities is carried out on the basis of an application signed and written on
forms submitted by the National Center for Commercial Register, as well as a
copy of a title deed, lease contract, or concession document proving the
existence of a qualified place to receive a commercial activity or a plot of
land containing the secondary activity or every contract or decision for a
Muslim allocation By a public body.
- Mandatory payment of taxation rights as well as
registration rights and attaching a copy of the license or accreditation when
it relates to
The command to perform a regulated activity or profession.
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- A copy of the Basic Law that used to clarify the company’s
eligibility to perform the required activity in the secondary institution As long as the company's activity is limited to its subject
matter, its basic law.
The question is whether to create a secondary institution,
must a property contract or lease differ from the property or lease contracts
that were submitted for the company's registration?
We distinguish between a case of secondary activity in
another location, whether in the same state or outside it. In this case, the
legal basis for occupying the place must be proven, whether by providing the
title deed or the lease contract related to that place.
In the case of requesting a secondary registration to
conflict activities and not being able to be included in the same extract of
the commercial registry, especially if activities do not require a site for the
activity or a factory or production unit but rather require an office only such
as import and export activities, given the activities related to the import of
foodstuffs with non-foodstuffs are carried out Resorting to a new lease for a
secondary office.
The interests of the National Center for Commercial Register
have resorted to a kind of flexibility with the issuance of the Ministerial
Decree in 2011 that defines the validity of the commercial registry and makes
the import and export sector inconsistent with other sectors. In order to
settle the records that included multiple sectors of activities, a memorandum
was issued according to which the officials Make a secondary registration at
the same address within the limits of what is permitted by the property
contract or lease.
Whereas, this memorandum stipulated that in the case of
multiple sectors in the commercial records subject to renewal in this case, the
company can include a secondary registration in its headquarters within the
limits of what is permitted by the title deed or the lease contract of the
company concerned, and the latter can be reinforced with a record prepared by a
judicial record showing the presence of several shops.
In order to find a solution to this situation, the warden
must be granted discretionary authority over the extent of accepting a
secondary entry procedure with the same social headquarters contract and
studying each case by case.
