ANALYTICAL SHEET on the new Executive Decree No. 25-304: New framework governing the transfer of shares to foreign investors in strategic sectors

ANALYTICAL SHEET

Executive Decree No. 25-304 of November 16, 2025, defining the terms and conditions for granting prior authorisation for the transfer, to foreign natural or legal persons, of shares or equity interests held in the share capital of a company incorporated under Algerian law operating in one of the strategic sectors (Official Journal No. 78 of  November 23, 2025)

1 - Legal reference:

Executive Decree No. 25-304 of 16 November 2025 is issued pursuant to Article 52 of Law No. 20-07 of 4 June 2020 on the supplementary finance law for 2020 (amended).

Article 52 stipulates that the sale of shares in Algerian companies operating in strategic sectors to foreign nationals must be subject to prior authorisation by the competent authority.

2 - Object of the decree

Executive Decree No. 25-304 aims to define the procedures for granting prior authorisation for the transfer, to natural or legal persons abroad, of shares or equity interests held in a company incorporated under Algerian law operating in a strategic sector.

3 - Legislative and regulatory context

The decree is based on:

§  Law No. 20-07 – Articles 49, 50 and, in particular, Article 52 (amended), main legal basis, Official Journal No. 33 of 4 June 2020.

§  Executive Decree No. 21-145 of 17 April 2021 establishing the list of activities of a strategic nature, Official Journal No. 30 of 22.04.2021.

4 - Scope

The decree applies to any transfer of shares/stocks in an Algerian company operating in a strategic sector to:

§  a foreigner (natural or legal person),

§ A company incorporated under Algerian law and majority-owned by foreigners.

5 - Definitions (Art. 3)

§  Foreign natural person: non-Algerian.

§  Foreign legal entity: company not governed by Algerian law.

6 - Prior authorisation procedure

6.1. Submission of the application (Art. 4)

The application shall be submitted by the company concerned by the transfer to the relevant ministerial department and shall include, in particular:

§  the identity of the transferors/transferees,

§  the number and percentage of shares/stocks,

§  the nominal and actual value,

§  the total amount of the transfer,

§  the capital structure before/after.

A receipt of submission is issued (which cannot, under any circumstances, be considered as authorisation).

6.2. Special case of public economic enterprises – EPE (Art. 5–6)

The transfer requires:

§  prior approval from the State Shareholding Council (CPE),

§  the provision of a comprehensive file (articles of association, RC, criminal records, tax documents, copy of the CPE's prior approval, etc.).

6.3. Opinions of ministerial departments (Art. 7)

Before making a decision, the relevant ministerial department MUST seek the opinion of the ministerial departments responsible for:

§  Defence,

§  Foreign Affairs,

§  Home Affairs,

§  Justice,

§  Finance,

§  Domestic Trade,

§  Health,

§  Bank of Algeria.

Response time (opinion) from the ministerial departments: 30 days from the date of receipt of the request for an opinion.

6.4. Decision (Sections 8–10)

The competent ministerial department shall make a decision, taking into account the mandatory opinions, within a maximum period of 60 days from the date of receipt of the application.

6.5. Mandatory grounds for rejection (Art. 9):

The application for prior authorisation shall be rejected in the following cases:

Ø Indications affecting:

§  public order,

§  public safety,

§  public health,

§  economic interests of the country.

Ø Involvement of the transferee in:

§   corruption,

§   financial or economic crime.

The decision is:

Ø Positive: prior authorisation, according to the attached template.

Ø Négative: written notification.

6.6. Information for institutions (Art. 11)

Copies of the decision should be sent to:

§  Ministry of Finance,

§  Ministry of Internal Trade,

§  Bank of Algeria,

§  Agence algérienne de promotion de l’investissement (AAPI) (Algerian Investment Promotion Agency).

7 - Appendix – Official authorisation form

The decree includes a model administrative act for granting prior authorisation, comprising:

§  legal references (including Article 52 of Law No. 20-07),

§  regulatory references (Executive Decrees No. 21-145 and No. 25-304)

§  a summary of the opinions received,

§  identification of the transferor, the transferee, and the company,

§  details of the transfer (price, percentage).  

8 - Legal limit: Section 138 of Law 20-16 (LF 2021)

Prior authorisation for the transfer is granted to the applicant, to be used and valid as required by law, within the limits of provisions of Article 138 related to Law No. 20-16 of 31 December 2020 on the Finance Act for 2021.

8.1. Why does this article limit the scope of Decree No. 25-304?

Because even if the ministerial department authorises the transfer of securities, the transfer of the sale price abroad is STRICTLY subject to Article 138. Therefore:

§ The ministry authorises the legal transaction,

§ The Bank of Algeria authorises (or refuses) the financial transaction.

Article 138, therefore, constitutes an insurmountable legal barrier to any transfer of currency abroad.

8.2.  In summary

ü Article 138 sets out the rules for transferring funds abroad.

ü It imposes strict controls by the Bank of Algeria.

ü It requires transparency, tax compliance and justification of transactions.

ü It legally limits the scope of the transfer authorisation issued by a ministerial department.

✔ Failure to comply with this article will result in the transfer of the sale price being impossible, even if the sale is authorised.

Conclusion

Executive Decree No. 25-304 is an essential implementing measure of Article 52 of Law No. 20-07, specifying the procedure for granting prior authorisation for the transfer of shareholdings to foreigners in strategic sectors.

It strengthens state control, transparency, and legal certainty in transactions.