On 23rd November 2023, a new decree no. 23-429 was issued, establishing a public register of the Ultimate Beneficial Owner(s) (“UBO“).
The register of beneficial owners shall be established at the national center of the commercial register containing information on the UBO through a public database in which data and information on beneficial owners are collected and made available to supervisory authorities.
A. Concerned entities
Any legal entity under Algerian law.
B. Criteria of UBO
In principle, the UBO is the natural person(s) who holds, directly or indirectly, an equal or superior share of 20% of the capital or voting rights of the legal entity (“Criteria 1”).
However, in case of impossibility to identify the UBO after the application of Criteria 1, the UBO is identified as the natural person(s) exercising, by any means of fact or by law, directly or indirectly, power of control or effective or legal control:
- Over the organs of management, administration;
- On the general assembly; or
- On the functioning of the legal entity, by determining the content of decisions taken by the general assembly through voting rights held, or by virtue of being a partner or contributor with the authority to appoint or dismiss a majority of members of the management, administration, or oversight bodies in the legal entity, or through other control or oversight mechanisms. (“Criteria 2”).
If the UBO cannot be identified in accordance with Criteria 1 and 2, the UBO shall be the legal representative of the legal entity in accordance with current legislation.
C. Procedures
Declaration of the UBO with the services of the National Trade Register Centre, by completing a form, during the month following:
- The incorporation or registration of the legal entity; and
- The modification of the information concerning legal entities or their beneficial owners.
Furthermore, every legal entity must hold its own ad hoc UBO register, which must be conserved for at least five (5) years from the date of the legal person’s expiration.
Legal entities established before the date of publication of this decree must comply with its provisions within one year, from the date of its publication in the Official Journal (OJ). In practice, the Algerian commercial register started the implementation of such requirement for any new established entity.
Any violation of the provisions of this decree is punished in accordance with the provisions of the legislation in force, in particular the law on the prevention and control of money laundering and terrorist financing.
For any questions or inquiries, please feel free to contact:
Nahla Djabi
Partner, Head of Algeria Practice