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

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.

The President of the Republic, On the proposal of the Minister of Finance, Having regard to Law No. 88-108 of August 18, 1988, restructuring the legislation concerning the chartered accountant profession, Having regard to the Commercial Companies Code promulgated by Law No. 2000-93 of November 3, 2000, as amended and supplemented by subsequent texts and notably Law No. 2005-96 of October 18, 2005 on strengthening the security of financial relations and notably its Articles 13, 13 bis, 13 ter, 13 quater and 256 bis, Having regard to Law No. 2002-16 of February 4, 2002, organizing the accounting profession as amended by Law No. 2004-88 of December 31, 2004, Having regard to Decree No. 75-316 of May 30, 1975, defining the powers of the Ministry of Finance, Having regard to the opinion of the Minister of Justice and Human Rights, Having regard to the opinion of the Administrative Court.

Decrees:

Article 1. - The numerical limits referred to in the second paragraph of Article 13 of the Commercial Companies Code are set as follows:

• total balance sheet: one hundred thousand dinars,
• total net revenue (products excluding tax): three hundred thousand dinars,
• average number of employees: ten employees.

Article 2. - The numerical limits referred to in the third paragraph of Article 13 of the Commercial Companies Code are set as follows:

• total balance sheet: one million five hundred thousand dinars,
• total net revenue (products excluding tax): two million dinars,
• average number of employees: thirty employees.

Article 3. - Any practice that may directly or indirectly cause an exceedance of the maximum number of successive terms provided for in Article 13 bis of the Commercial Companies Code constitutes a breach of the rotation principle. A breach of this principle is considered to occur when statutory audit services are exercised notably by:

• a chartered accounting firm in which the statutory auditor who has reached the maximum number of successive terms holds an equity interest,
• a statutory auditor who participates or has participated in the capital of a chartered accounting firm that has reached the maximum number of successive terms,
• a chartered accounting firm resulting from a merger operation when one of the merged firms has reached the maximum number of successive terms,
• one of the chartered accounting firms created by a spin-off from a chartered accounting firm that has reached the maximum number of successive terms. However, when the maximum number of successive terms provided for in Article 13 bis of the Commercial Companies Code has not been reached, the statutory auditors cited in the aforementioned cases may continue to audit a company's accounts up to the remaining number of terms, provided that they change the professional who assumes personal responsibility for the content of the audit report and change the working team involved in the audit operation according to the conditions set out in Article 13 bis above.

Article 4. - The amounts referred to in the second and third indents of the first paragraph of Article 13 ter of the Commercial Companies Code are set at one hundred million dinars for the total balance sheet regarding consolidated financial statements and at twenty-five million dinars for the total commitments to credit institutions and outstanding bond issuances.

Article 5. - The amounts referred to in the second and third indents of Article 13 quater of the Commercial Companies Code are set at ten million dinars for the total balance sheet regarding consolidated financial statements and at five million dinars for the total commitments to credit institutions and outstanding bond issuances.

Article 6. - The amount of the total balance sheet, provided for in the second indent of the first paragraph of Article 256 bis of the Commercial Companies Code, is set at fifty million dinars regarding consolidated financial statements. The numerical limits provided for in the third indent of the first paragraph of Article 256 bis of the Commercial Companies Code are set at fifty million dinars for the total balance sheet and at twenty-five million dinars for the total commitments to credit institutions and outstanding bond issuances.

Article 7. - The criteria used to calculate the numerical limits provided for in Articles 1, 2, 4, 5 and 6 of this decree are:

• total balance sheet: the gross balance sheet total without deduction for depreciation and provisions, increased by the value of equipment, machinery and real estate subject to leasing operations according to the value stated in the contract, excluding financial interest and commercial margin,
• total net revenue (products excluding tax): total products excluding tax, less the change in inventories,
• average number of employees: the average between the headcount at the beginning and end of the fiscal year, including occasional personnel in "man-years".

Article 8. - The Minister of Justice and Human Rights and the Minister of Finance are each responsible, within their respective areas of competence, for implementing the provisions of this decree, which will be published in the Official Journal of the Tunisian Republic.

Tunis, June 6, 2006. Zine El Abidine Ben Ali