Regulatory Alerts2019-01-21
Government Decree No. 2019-54 of January 21, 2019
The Tunisian Head of Government issues two consecutive government decrees establishing operational procedures for reserving company names, trade names, and signs, while simultaneously defining beneficial ownership criteria based on a 20 percent capital or voting rights threshold, actual control mechanisms, and senior management positions. The first decree mandates electronic or paper applications, six-month renewable certificates, and daily publication of reserved identifiers by the National Business Register Center. The second decree extends these beneficial ownership verification measures to trusts and similar legal constructions, requiring financial intermediaries to declare their trustee status during business relationships or transactions.
No. 7 Official Journal of the Tunisian Republic — January 22, 2019 Page 145
Having examined Law No. 2018-52 of October 29, 2018, on the National Business Register, Having examined Presidential Decree No. 2016-107 of August 27, 2017, appointing the Head of Government and its members, Having examined Presidential Decree No. 2017-124 of September 12, 2017, appointing members of the government, Having examined Presidential Decree No. 2017-247 of November 25, 2017, appointing two members of the government, Having examined Presidential Decree No. 2018-69 of July 30, 2018, appointing one member of the government, Having examined Presidential Decree No. 2018-125 of November 14, 2018, appointing members of the government, Having examined the opinion of the Administrative Court, After deliberation by the Council of Ministers.
Enacts the government decree as follows:
Article 1 - The reservation certificate for the company name, trade name, or sign aims to prevent the attribution of the same company name, trade name, or sign to more than one enterprise as defined by Law No. 2018-52 of October 29, 2018, on the National Business Register.
The service applicant enjoys priority over the company name, trade name, or sign from the date of reservation.
The reservation certificate indicates that the company name, trade name, or sign is vacant on the date of its issuance, with reference to the company names, trade names, and signs registered in the National Business Register.
Art. 2 - Any enterprise or its representative may submit an electronic or paper application, as applicable, using a form provided by the center for obtaining a reservation certificate for the company name, trade name, or sign.
The application must be accompanied by the following documents: 1- proof of payment of prescribed fees, 2- the proxy of the representative, if applicable, 3- the reservation certificate number in case of renewal.
Art. 3 - The National Business Register Center issues the reservation certificate for the company name, trade name, or sign on the same day as the submission of the application, subject to compliance with Article 2 of this government decree.
The reservation certificate is valid for a period of six months, renewable once from the date of its issuance. During this period, the company name, trade name, or sign may be changed or modified.
The reservation certificate is issued electronically or, as applicable, in paper form.
Art. 4 - The reservation certificate must necessarily include the following data: 1- the certificate number, 2- the date of issuance of the certificate, 3- the date of application submission, 4- the identity of the applicant, their address, and their ID number or equivalent for foreigners, 5- the identity of the beneficiary and their address, 6- the unique identifier number, if applicable, 7- the reserved company name, trade name, or sign.
Art. 5 - The National Business Register Center publishes daily a list of reserved company names, trade names, and signs in its official electronic journal.
Art. 6 - The concerned ministers are responsible, each within their respective scope, for the execution of this government decree, which will be published in the Official Journal of the Tunisian Republic.
Tunis, January 21, 2019. The Head of Government Youssef Chahed
Government Decree No. 2019-54 of January 21, 2019, on the procedures and criteria for establishing the beneficial owner.
The Head of Government, Having examined the Constitution and notably its Article 94, Having examined Organic Law No. 2015-26 of August 7, 2015, on the fight against terrorism and money laundering repression, Having examined Law No. 2018-52 of October 29, 2018, on the National Business Register, notably its Article 8, Having examined Presidential Decree No. 2016-107 of August 27, 2016, appointing the Head of Government and its members, Having examined Presidential Decree No. 2017-124 of September 12, 2017, appointing members of the government, Having examined Presidential Decree No. 2017-247 of November 25, 2017, appointing two members of the government, Having examined Presidential Decree No. 2018-69 of July 30, 2018, appointing one member of the government, Having examined Presidential Decree No. 2018-125 of November 11, 2018, appointing members of the government, Having examined the opinion of the Administrative Court.
Enacts the government decree as follows:
Article 1 - This government decree establishes the procedures and criteria for determining the beneficial owner.
Art. 2 - The beneficial owner(s) of legal persons are determined through reasonable measures taken to verify their identities as follows: a- the natural person(s) who directly or indirectly hold a percentage equal to or greater than 20% of the capital or voting rights, b- in case of doubt regarding the identity of the beneficial owner(s) or failure to identify them after applying criterion (a), the natural person(s) who exercise, by any other means of fact or law, control power over the management, direction, or administration organs or the general assembly or over the functioning of the legal person, c- where no beneficial owner(s) is/are identified according to criteria (a) and (b), the beneficial owner is the natural person holding the position of senior managing official of the legal person.
Art. 3 - The beneficial owner(s) of legal constructions are the natural person(s) mentioned below, determined through reasonable measures taken to verify their identities: a- For trusts: the settlor of the legal construction, the trustee(s), the protector, if applicable, the beneficiaries, and any natural person who ultimately exercises effective control over the legal construction. b- For other similar constructions: natural persons holding equivalent or similar positions.
Banks, financial institutions, insurance companies, investment firms, lawyers, chartered accountants, and notaries, when acting as trustees in a legal construction, must declare themselves as such upon establishing the business relationship or executing an operation or transaction.
Art. 4 - The concerned ministers are responsible, each within their respective scope, for the execution of this government decree, which will be published in the Official Journal of the Tunisian Republic.
Tunis, January 21, 2019. The Head of Government Youssef Chahed
By Government Decree No. 2019-55 of January 21, 2019. Mr. Zouheir Ben Tanfous, advisor to the Administrative Court, is appointed as mission officer in the office of the Head of Government, effective December 10, 2018.
MINISTRY OF NATIONAL DEFENSE By Presidential Decree No. 2019-6 of January 11, 2019. The Order for Loyalty and Sacrifice is awarded to the following military personnel as follows:
- The second class of the Order for Loyalty and Sacrifice:
| No. | Ranks | Names and Surnames | Serial Numbers | Remarks |
|---|---|---|---|---|
| 1 | Chief Corporal | Said Abidi | 2132/2018 | from August 29, 2018 |
| 2 | Hafedh Ben Ali | 844/2012 | from September 3, 2018 |