Commercial Companies Code

Imprimerie Officielle de la République Tunisienne REPUBLIQUE TUNISIENNE COMMERCIAL COMPANIES CODE 2022 Publications of the Official Printing House of the Republic of Tunisia

Imprimerie Officielle de la République Tunisienne Edition revised and verified with update on February 10, 2022 Imprimerie Officielle de la République Tunisienne Address: avenue Farhat Hached 2098, Radès ville - Tunisia Tel.: 00 216 71 43 42 11 - Fax: 00 216 71 43 42 34 Website: www.iort.gov.tn To contact directly: • The legal codes update service: • The commercial service: commercial@iort.gov.tn

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Imprimerie Officielle de la République Tunisienne 3 TABLE OF CONTENTS Law promulgating the Commercial Companies Code …………………………………………… 5 Text of the Commercial Companies Code ……………... 7 Application texts and annex ……………..….……… 159 Decree No. 2005-3018 of November 21, 2005, implementing the provisions of Article 329 of the Commercial Companies Code ………………………….. 161 Decree No. 2006-1546 of June 6, 2006, implementing the provisions of Articles 13, 13 bis, 13 ter, 13 quater and 256 bis of the Commercial Companies Code 163 Decree No. 2013-4953 of December 5, 2013, implementing the provisions of Article 22 ter of Law No. 89-9 of February 1, 1989, relating to participations, public enterprises and establishments in public banks (Additional attributions for the boards of administration and supervisory boards of public banks) ……………….. 167 Annex……………………………….………………….. 175 Law No. 2018-20 of April 17, 2018, relating to Startups 177 Governmental Decree No. 2018-840 of October 11, 2018, fixing the conditions, procedures and deadlines for granting and withdrawing the startup label and benefiting from incentives and advantages regarding startups and the organization, prerogatives and operational procedures of the labeling committee……………………………...… 185

Imprimerie Officielle de la République Tunisienne 4 Decree-Law No.61-14 of August 30, 1961 (19 rabia I 1381), relating to the conditions for exercising certain commercial activities ……………………………...………… 199 Law No.94-41 of March 7, 1994, relating to foreign trade ……….…………………………………...….... 207 Law No.94-42 of March 7, 1994, fixing the regime applicable to the exercise of activities by international trade companies (Modified and supplemented by Law No.96-59 of July 6, 1996 and Law No.98-102 of November 30, 1998)…………………….………..…..…….... 213 Law No. 99-9 of February 13, 1999, relating to the defense against unfair practices in importation…………... 219 Law No.2004-89 of December 31, 2004, relating to online company formation procedures………..... 237 Decree-Law No. 2022-2 of January 4, 2022, organizing the credit information activity………………………………………………..… 239 Law No. 2020-37 of August 6, 2020, relating to «Crowdfunding» 251

Imprimerie Officielle de la République Tunisienne 5 Law No. 2000–93 of November 3, 2000, promulgating the Commercial Companies Code (1). (Official Journal No. 89 of November 7, 2000, page 2744) In the name of the people, The Chamber of Deputies having adopted, The President of the Republic promulgates the law as follows: Article 1.- The texts relating to commercial companies, under the title «Commercial Companies Code», are hereby promulgated by this law. Article 2.- From the date of entry into force of this Code, all contrary provisions are repealed, including:

• Articles 14 to 188 of the Commercial Code,
• Law No. 88-111 of August 8, 1988 regulating bond issues,
• Articles 24 to 41 of Law No. 92-107 of November 16, 1992 establishing new financial products for mobilizing savings and Law No. 94-118 of November 14, 1994 supplementing Law No. 92-107 of November 16, 1992 establishing new financial products for mobilizing savings. However, decrees and implementing orders in force at the date of promulgation of this Code remain applicable until the implementing texts provided for by this Code are promulgated. Article 3.- Existing commercial companies must, within one year from the date of entry into force of this Code, regularize their status in accordance with its provisions.

(1) Preparatory work: Discussion and adoption by the Chamber of Deputies in its session on October 31, 2000.

Imprimerie Officielle de la République Tunisienne 6 However, the functions of the management bodies of companies: Managing Directors (Présidents directeurs généraux), Presidents of Boards of Directors, General Managers, managers of «quels» (1) companies regardless of their type or Board of Directors, company auditors and their statutory auditors, cease in accordance with the legal provisions under which they were appointed and within the fixed deadlines, unless otherwise regularly decided by the company or the court. Commercial companies and the aforementioned bodies remain, for the duration fixed for them, subject to the legal provisions in force prior to the entry into force of the Commercial Companies Code. Cases pending before the date of promulgation of this Code shall remain subject to the legal provisions in force at the time of their introduction, regardless of the level of jurisdiction before which they are pending. They shall continue to be examined and resolved according to these same provisions until a decision with the authority of res judicata is rendered. Article 4.- The provisions of the first and second titles of Book Five of this Code do not apply to merger operations in progress at the date of promulgation of this law, provided they are completed before December 31, 2001. This law shall be published in the Official Journal of the Republic of Tunisia and executed as a law of the State. Tunis, November 3, 2000. Zine El Abidine Ben Ali

( Published in the Official Journal as «quelles». 1)

Imprimerie Officielle de la République Tunisienne 7 COMMERCIAL COMPANIES CODE BOOK ONE COMMON PROVISIONS FOR THE DIFFERENT FORMS OF COMPANIES(*) Title One General Provisions Article 1.- The provisions of this Code apply to all commercial companies. Article 2.- A company is a contract by which two or more persons agree to contribute assets in common, with the aim of sharing profits or benefiting from the economic results that may arise from the company's activity. However, in a single-member limited liability company, the company is formed by a single associate. Article 3.- With the exception of the partnership (société en participation), the company contract must be drawn up by private deed or authentic act. If contributions include in-kind assets involving a registered immovable property, the deed must be drawn up according to the legislation in force under penalty of nullity.

(*) Article 4 of Law No.2009-16 of March 16, 2009 provides that: «Existing commercial companies at the date of entry into force of this law must regularize their status in accordance with its provisions, within a period of one year. Cases pending at the date of entry into force of this law shall remain subject to the legal provisions in force at the time of their introduction, regardless of the level of jurisdiction before which they are pending, until a decision with the authority of res judicata is rendered».

Imprimerie Officielle de la République Tunisienne 8 The drafter of the deed is liable to the company and associates in case of gross fault or fraud. No evidence is admitted between associates against the articles of association. However, agreements concluded between associates by reason of the company are valid and bind their parties when they are limited to governing rights specific to them and are not contrary to the provisions of the articles. (Third paragraph modified by Article 1 of Law No. 2009-16 of March 16, 2009) Agreements containing preferential conditions for the sale or purchase of shares representing a participation in the capital or conferring the right to participate in the issued capital of companies making a public offering must be transmitted to the concerned company as well as to the Financial Markets Council, within a period not exceeding five trading days from the date of their signature. Failing this, their effects are automatically suspended and their parties are released during a public offer for sale. The end date of the agreement's validity must also be notified to the company and the Financial Markets Council. A regulation by the Financial Markets Council determines the conditions and procedures for public information regarding the terms of the aforementioned agreements. (Fourth paragraph added by Article 2 of Law No.2009-16 of March 16, 2009) Third parties may, if necessary, be admitted to prove by all means the existence of either the company or one or more clauses of the company contract. Article 4.- Any commercial company gives rise to an independent legal entity separate from each associate, starting from the date of its registration in the commercial register, with the exception of the partnership. The transformation of the company or the extension of its duration does not result in the creation of a new legal entity. The company is designated by its corporate name or trade name. Article 5.- Contributions may be in cash, in kind, or in industry (labor/skills). The aggregate of these contributions, with the exception of contributions in industry, constitutes the company's capital. This capital is the exclusive security for social creditors.

Imprimerie Officielle de la République Tunisienne 9 Article 6.- Each associate is debtor of their contribution to the company. The company may claim damages from them for any delay in the release of their contribution. If the contribution is in kind, the contributor guarantees to the company under the same conditions as a seller. If the contribution is in usufruct, the contributor guarantees to the company under the same conditions as a lessor. Article 7.- A company is commercial either by its form or by its object. Companies limited by shares, limited liability companies, and joint stock companies are commercial by form regardless of their activity's object. Any commercial company, regardless of its object, is subject to commercial laws and usages. Article 8.- The duration of a company may not exceed ninety-nine years. This duration may, where applicable, be extended. Article 9.- The form, duration, corporate or trade name, registered office, object, and amount of share capital must be obligatorily mentioned in the company's articles. Article 10.- Companies whose registered office is located on Tunisian territory are subject to Tunisian law. The registered office is the location of the principal establishment where the effective administration of the company resides. Article 11 (Third, fourth, and fifth paragraphs added by Article 2 of Law No.2009-16 of March 16, 2009).- No one may be an associate in a general partnership or limited in a simple or share commandite company unless they possess the capacity required for the commercial profession. However, persons who lack the capacity required to exercise commerce may be limited partners in a simple commandite company, associates in a limited liability company, or shareholders in a joint stock company or share commandite company (1) .

( The phrase: «In-kind contributions in a limited liability company do not prevent the exercise of this right» was omitted due to double mention in the original text. 1)

The existence of in-kind contributions in a limited liability company does not prevent associates from exercising this right. Every associate has the right to participate in general meetings. They benefit from a number of votes proportional to their contributions and shares. They have the right at any time during the year, either personally or through a proxy, to consult and obtain copies of all documents presented at general meetings held during the last three financial years. The associate may also obtain copies of the minutes of said meetings. Associates vote personally or through their representative for all their shares and interests. They cannot give a proxy for voting on only part of their shares or interests. The documents cited in the preceding paragraphs must be made available to all shareholders in a location specified in the articles. They may be consulted during usual working hours at the company. The fundamental rights of associates cannot be reduced or limited by the stipulations of the articles or decisions of general meetings. Article 11 bis (Added by Article 2 of Law No.2009-16 of March 16, 2009).- In addition to the registers and documents provided by legislation in force, the company must maintain:

• a register listing the names, first names, and addresses of each director and member of the supervisory board;
• a register of shares or securities listing notably indications regarding the titles subject to said register, the identity of their respective owners, the operations they have undergone as well as the charges and rights encumbering the titles in question, subject to the provisions of Law No. 2000-35 of March 21, 2000 on the dematerialization of securities. The associates have the right to obtain extracts from said registers, under the conditions provided in Article 11 cited above, during usual working hours at the company.

Imprimerie Officielle de la République Tunisienne 10 However, regarding joint stock companies making a public offering, shareholders may consult the securities register limited to what relates to their participation. In other cases, consultation may be made by virtue of an order on petition from the president of the Court of First Instance within whose jurisdiction the company's registered office is located, if the petitioner justifies a legitimate interest. The list of shareholders in the joint stock company must additionally be made available to them at least fifteen days before each general meeting of shareholders. Article 12.- Commercial companies whose share capital has not been fully paid up are prohibited from issuing debentures (borrowing titles). However, the company may proceed with this issuance if the resulting proceeds are allocated to the repayment of debt instruments resulting from a prior issuance. Article 13 (Modified by Article 1 of Law No. 2005-96 of October 18, 2005).-Commercial companies are required to appoint a statutory auditor. However, commercial companies other than share companies are exempt from appointing a statutory auditor:

• for the first financial year of their activity,
• if they do not meet two of the numerical limits regarding total balance sheet, total net revenue, and average number of employees,
• or if they no longer meet two of the numerical limits mentioned in the second bullet during the last two financial years of the statutory auditor's term. The statutory auditor must be appointed among chartered accountants registered on the roll of the Order of Chartered Accountants of Tunisia if two of the numerical limits regarding total balance sheet, total net revenue, and average number of employees are met. In cases where these numerical limits are not met, the statutory auditor is appointed either among chartered accountants registered on the roll of the Order of Chartered Accountants of Tunisia, or among accounting specialists registered on the roll of the Company of Accountants of Tunisia. The numerical limits and the method for calculating the average number of employees, provided in paragraphs 2 and 3 of this article, are fixed by decree. Any statutory auditor appointed in accordance with the provisions of this article is subject to the provisions set forth in Chapter Three of Sub-Title Three of Title One of Book Four of this Code. Article 13 bis (Added by Article 3 of Law No. 2005-96 of October 18, 2005).- The statutory auditor is appointed for a period of three years, renewable. However, the number of successive terms, taking into account renewal, may not exceed three terms for commercial companies required to appoint a statutory auditor registered on the roll of the Order of Chartered Accountants of Tunisia, when the statutory auditor is a natural person, and five terms if the statutory auditor takes the form of an accounting firm comprising at least three chartered accountants registered on the roll of the Order of Chartered Accountants of Tunisia, provided that the professional assuming personal responsibility for the content of the audit report is changed and the team involved in the control operation is changed at least once after three terms. The application procedures for this paragraph are fixed by decree. The provisions of the second paragraph of this article apply upon renewal of terms starting from January 1, 2009. Article 13 ter (Added by Article 5 of Law No. 2005-96 of October 18, 2005).- Subject to the appointment of two or more statutory auditors registered on the roll of the Order of Chartered Accountants of Tunisia:
• credit institutions making a public offering and multi-line insurance companies,

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• companies required to prepare consolidated financial statements in accordance with legislation in force if their total balance sheet under consolidated accounts exceeds an amount fixed by decree,
• companies whose total commitments to credit institutions and the outstanding amount of their bond issuances exceed an amount fixed by decree. These statutory auditors must not be linked by association relationships or other ties of any kind that limit their independence and are required to set the conditions and procedures for preparing their reports based on the contradictory examination procedure. A professional standard will establish the rules and due diligence regarding co-auditing of companies. Article 13 quater (Added by Article 7 of Law No. 2005-96 of October 18, 2005).- Notwithstanding their legal obligations, statutory auditors are required to communicate to the Central Bank of Tunisia a copy of each report addressed to general meetings, for:
• companies making a public offering,
• companies required to prepare consolidated financial statements in accordance with legislation in force if their total balance sheet under consolidated accounts exceeds an amount fixed by decree,
• companies whose total commitments to credit institutions and the outstanding amount of their bond issuances exceed an amount fixed by decree. Article 13 «quinter»(*) (Added by Article 10 of Law No. 2005-96 of October 18, 2005).- The management bodies and persons in charge of financial and accounting affairs of commercial companies, subject according to the provisions of this Code to the obligation to appoint one or more statutory auditors registered on the roll of the Order of Chartered Accountants of Tunisia, are required to sign an annual declaration submitted to the statutory auditors attesting that they have provided the necessary due diligence to guarantee the completeness and compliance of financial statements with accounting legislation. The content of this declaration is fixed by an order from the Minister of Finance.

(*) Read: quinquies.

Imprimerie Officielle de la République Tunisienne 12 Article 13 sexis (Added by Article 11 of Law No. 2005-96 of October 18, 2005).-Any director of a commercial company or economic interest group who obstructs the work of one or more statutory auditors or refuses to provide, upon their request by any means leaving a written record, the documents necessary for the exercise of their duties, is punishable by six months' imprisonment and a fine of five thousand dinars, or one of these two penalties. Title Two The Registration and Publication of Companies Article 14.- The company must be registered in the commercial register of the court at its registered office within one month from the date of its incorporation. The registration is effected by depositing the company's articles and documents provided by the law relating to the commercial register. Article 15.- All companies, with the exception of the partnership, must proceed to publish their constitutive acts. Publication is made by insertion in the Official Journal of the Republic of Tunisia, within one month from either the definitive incorporation of the company or the date of the minutes or deliberation of the constitutive general meeting. (Second paragraph modified by Article 1 of Law No.2009-16 of March 16, 2009) The publication formalities are carried out by the company's legal representative and under their responsibility. Article 16.- The deposit and publication formalities apply to all acts and deliberations concerning:

• modification of the articles,
• appointment of company directors, renewal or cessation of their functions,
• dissolution of the company,
• transfers of shares or interests, with the exception of those concerning a listed company or a joint stock company whose constitutive act does not specify transfer conditions,

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• merger, demerger, partial or total asset contribution,
• liquidation,
• notice of closure of «financial statements» (1) after dissolution or liquidation or merger or demerger or realization of partial or total asset contribution.
• the location where documents and registers mentioned in Articles 11 and 11 bis of this Code are deposited. (Eighth bullet added by Article 2 of Law No.2009-16 of March 16, 2009) The publication must be carried out within one month from the registration of the act or minutes.