Given the proximity of Algerian company law to the French law tradition, the rules on corporate governance are similar to those of other continental European jurisdictions. The manager of a limited liability company - being the most frequent company form chosen by SMEs, must be a natural person. He or she is appointed by virtue of the articles of association or in a general meeting, by a majority of the associates representing more than half of the share capital. The manager can be revoked from office by a decision of the shareholders representing more than half of the share capital. If the dismissal is decided without just cause, it can give rise to a compensation for the damage suffered. Moreover, the manager can be dismissed by the courts for legitimate reasons at the request of any shareholder.
As far as the manger’s powers are concerned, we need to distinguish between those in relation to the shareholders on the one hand and those in relation to third parties. The powers of the manager or managers are determined by the articles of association. In the absence of statutory limitations, the manager may carry out all acts of management in the interest of the company. In case of several managers, they have separate powers to represent the company. Each of them nevertheless has the right to oppose any transaction before it is concluded.
In relations with third parties, the manager is vested with the most extensive powers to act in all circumstances in the name of the company, with the exception of those powers that the law expressly attributes to the shareholders. The company is bound even by the acts of the manager which do not fall within the scope of the company's purpose, unless it proves that the third party knew that the act exceeded this purpose or that he or she could not have been unaware of it, taking into account the circumstances; the mere publication of the articles of association is not considered sufficient to constitute proof of such knowledge of the third party. Hence, clauses in the articles of association limiting the powers of the manager may not be invoked against third parties.
In the case of several managers, opposition by one manager to the acts of another manager is without effect with respect to third parties, unless it is established that they had knowledge of them.
Although the law does not expressly prohibit agreements between the company and the manager, the latter is criminally liable if he or she uses the assets of the company in bad faith for personal purposes or to favour another company in which he is directly or indirectly interested.