2011-12-02
The Financial Market Council issues this specification sheet requiring non-public companies to maintain, update, and record securities accounts by category in compliance with specified decrees. Issuers must open individual accounts for each holder, maintain a general journal and register detailing ownership transfers, rights, restrictions, and intermediary details, and issue dated, numbered certificates upon request. Furthermore, issuers are obligated to retain all supporting accounting documents for the statutory period and file a signed copy of this agreement with the Council's order desk in Tunis.
20 SPECIFICATION SHEET RELATING TO THE MAINTENANCE AND CONSERVATION OF SECURITIES ACCOUNTS APPLICABLE TO COMPANIES NOT OFFERING TO THE PUBLIC
Article 1: The company ……………………………………………………………………………………………….. Commercial Register No.…………………………………..……Tax ID No……………….………………….. whose registered office is located at …………………………………………………..……………………………………… represented by ………………….. …………………………………………………………………………………… capacity…………………………………………………………………………………………………………………., binds itself by its signature at the foot of these documents to respect the terms and commitments set forth in this specification sheet. It shall be designated hereinafter as "the issuer".
Article 2: The issuer undertakes to record in accounts, by category, the securities it issues in accordance with Article 1 of Decree No. 2001-2728 of November 20, 2001, relating to the conditions for recording securities and approved intermediaries for the maintenance of securities accounts, as amended by Decree No. 2005-3144 of December 6, 2005, and to maintain a separate register for each category of issued securities carrying identical rights.
Article 3: The issuer must open an account for each owner of securities and undertake to maintain a general journal of operations by category of securities, serving as any entry affecting the securities accounts of registered holders in accordance with Table No. 1 attached hereto.
Article 4: The issuer must update the securities accounts under its charge whenever it becomes aware of any change, either in ownership, in accordance with the rules governing securities subject to transfer of ownership, or in the rights and restrictions attached thereto to which the securities in question may be subject.
Article 5: The issuer must maintain a general register for each category of securities, in accordance with Table No. 2 attached hereto.
Article 6: The issuer must issue, upon request by each account holder or, where applicable, its approved administrative intermediary, a certificate stating the category, the number of shares held, the entries made therein as well as any restrictions. This certificate, dated and numbered, must mention all identification elements set forth in Table No. 1 attached hereto.
Article 7: The issuer undertakes to retain for the period stipulated by the prevailing legislative and regulatory texts, all documents and supporting evidence of operations recorded in accounting.
Article 8: The issuer undertakes to file a signed copy of this specification sheet with the order desk of the Financial Market Council (8, rue du Mexique – 1002 Tunis) or to send it by registered mail.
Signature (To be preceded by the phrase "Read and approved")
20 Table No. 1 The General Journal of Operations Securities category: ……………………………
| No. of Account | Date of Operation (Start - End) | Date of Registration | Name and Surname | CIN, Passport No. / IRC No. | Nationality | Previous Balance | Meaning of Operation | Type of Operation * | Origin of Ownership ** | Rights attached to securities (Debit / Credit) | Vote | Dividend | Counterparty account references | Approved administrative intermediary | Restrictions *** | Beneficiaries (Les ayants droits) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | * Type of operation: negotiation, registration, judicial sale, … | ** Origin of ownership: purchase, subscription, free allocation, inheritance, … | *** Restrictions encumbering the shares: pledge, seizure, non-transferability, … |
21 Table No. 2 The General Register of Operations Securities category: ……………………………
| No. of Account | Name and Surname | Address | CIN, Passport No. / IRC No. | Nationality | Date of Operation | Number of Securities | Date of Acquisition and Origin of Ownership * | Rights attached to securities (Debit / Credit) | Vote | Dividend | Restrictions ** | Beneficiaries (Les ayants droits) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| * Date of acquisition and origin of ownership: purchase, subscription, free allocation, inheritance, … | ** Restrictions encumbering the shares: pledges, seizure, non-transferability, … |