Regulatory Alerts2000-03-21
Law No. 2000-35 of March 21, 2000 on the Dematerialization of Securities
Tunisia's Chamber of Deputies enacted Law No. 2000-35 to dematerialize securities by mandating their registration in accounts maintained by issuing entities or approved intermediaries. The legislation requires holders of previously issued bearer securities to present them within one to two years for account registration, after which unregistered holders forfeit attached rights unless the securities are sold and proceeds are held in trust for owners. It further guarantees title transfer upon intermediary suspension or bankruptcy, establishes a shortage-claim procedure under Article 497 of the Commercial Code, and repeals all conflicting prior provisions.
Law No. 2000-35 of March 21, 2000 on the Dematerialization of Securities 1 LAW NO. 2000-35 OF MARCH 21, 2000, ON THE DEMATERIALIZATION OF SECURITIES In the name of the people, Having been adopted by the Chamber of Deputies, The President of the Republic promulgates the law whose text follows: Article 1 The following are considered securities: shares, priority dividend shares without voting rights, investment certificates, participation notes, bonds, convertible bonds, units of common investment funds, rights attached to the aforementioned securities, and other financial instruments negotiable on organized markets. Article 2 The securities referred to in Article 1 above are dematerialized and represented by an entry in the account of their owner with the issuing legal entity or an approved intermediary. They shall be transferred by transfer from one account to another. The issuing legal entity or the approved intermediary shall issue the interested party a certificate stating the number of securities held therein. Article 3 Securities of any nature, issued on Tunisian territory and subject to Tunisian legislation, must be registered and recorded in accounts maintained by the issuing legal entity or an approved intermediary. Accounts are maintained exclusively by the issuing legal entity when the company does not make a public offering of savings. Securities registered with the issuing legal entity or the approved intermediary are considered to be deposited. Article 4 The provisions of the preceding article shall take effect one year after the effective date of this law for issuing legal entities and two years after that date for holders of previously issued bearer securities. Upon expiration of the two-year period, holders of bearer securities lose the exercise of their rights attached to these securities unless they have been presented during this period to the issuing legal entity or the approved intermediary for registration in the accounts provided for this purpose. The conditions for registration as well as the approved intermediaries are determined by decree. Issuing legal entities must proceed to sell the rights corresponding to securities not presented within the fixed deadlines. The proceeds from this sale are deposited for the benefit of the owners of the securities or their legal successors. The provisions of this article do not cover debt instruments issued before the effective date of this law.