مجلة طبنـــة للدراسات العلمية الأكاديمية

Nationality Of Companies: A Comparative Analysis Between Classical Criteria And The Algerian 49/51 System

Auteurs : Baba-aissa Latifa .

Résumé

ABSTRACT The determination of the nationality of companies constitutes one of the most technically nuanced and doctrinally contested questions of private international law. At the confluence of conflict-of-laws doctrine, international economic law, and state economic policy, this concept raises fundamental questions concerning the legal attachment of corporate entities and the criteria used to identify the state to which they belong. Unlike the nationality of natural persons which rests on a political and personal bond between the individual and the state the nationality of companies is a normative construct produced by national legal systems, designed to establish a connection between the legal person and a given legal order. This connection serves, in particular, to identify the legal regime applicable to the company and the rights it may enjoy in a given territory. However, it must be carefully distinguished from the closely related concept of lex societatis, which while intimately linked to nationality pursues distinct objectives and operates according to a different logic. The present article proceeds in two stages. First, it examines the classical framework for determining corporate nationality, surveying the principal connecting factors: the registered office, the real seat, the place of incorporation, and the criterion of control. Second, it analyses the evolution of these criteria toward an explicitly economic conception, as illustrated by the Algerian '49/51' system introduced in 2009 and partially reformed in 2020. Drawing on a comparative analysis with European Union law in particular the progressive jurisprudence of the Court of Justice of the European Union the article demonstrates that the distinction between formal and substantive nationality criteria is not unique to emerging economies but also underlies the regulatory architecture of integrated economic spaces. The central argument is that contemporary legal systems are progressively moving toward a dual conception of corporate nationality: a formal criterion governing recognition and mobility, and a substantive criterion serving economic sovereignty and the protection of strategic national interests.

Mots clés

Corporate nationality ; Lex societatis ; 49/51 rule ; CJEU ; Freedom of establishment ; Economic sovereignty ; Private international law ; Capital control ; Corporate nationality ; Lex societatis ; 49/51 rule ; ; CJEU ; Algerian investment law ; Freedom of establishment ; Economic sovereignty ; Private international law ; Capital control