ARRETES, DECISIONS ET AVIS

MINISTÈRE DES FINANCES

Arrêté of 18 Safar 1445 corresponding to September 4, 2023 approving the regulation of the Commission for the Organization and Supervision of Stock Market Operations No. 23-01 of 21 Ramadhan 1444 corresponding to April 12, 2023 fixing the conditions for approval, exercise, and control of participatory investment advisors.

The Minister of Finance,

Having seen Legislative Decree No. 93-10 of May 23, 1993, modified and supplemented, relating to the securities exchange;

Having seen Presidential Decree No. 23-119 of 23 Chaâbane 1444 corresponding to March 16, 2023, modified, appointing the members of the Government;

Having seen Executive Decree No. 94-175 of 3 Moharram 1415 corresponding to June 13, 1994, implementing articles 21, 22, and 29 of Legislative Decree No. 93-10 of May 23, 1993 relating to the securities exchange;

Having seen Executive Decree No. 95-54 of 15 Ramadhan 1415 corresponding to February 15, 1995, fixing the attributions of the Minister of Finance;

Having seen Executive Decree No. 96-102 of 22 Chaoual 1416 corresponding to March 11, 1996, implementing article 32 of Legislative Decree No. 93-10 of May 23, 1993 relating to the securities exchange;

Decrees:

Article 1. — The regulation of the Commission for the Organization and Supervision of Stock Market Operations No. 23-01 of 21 Ramadhan 1444 corresponding to April 12, 2023, fixing the conditions for approval, exercise, and control of participatory investment advisors, attached to this decree, is approved.

Art. 2. — This decree shall be published in the Official Journal of the Algerian Democratic and Popular Republic.

Done in Algiers, on 18 Safar 1445 corresponding to September 4, 2023.

Laziz FAID.

---

ANNEXE

COSOB Regulation No. 23-01 of 21 Ramadhan 1444 corresponding to April 12, 2023 fixing the conditions for approval, exercise, and control of participatory investment advisors.

The President of the Commission for the Organization and Supervision of Stock Market Operations (COSOB),

Having seen Legislative Decree No. 93-10 of May 23, 1993, modified and supplemented, relating to the securities exchange, particularly its articles 10 and 11;

Having seen Ordinance No. 96-08 of 19 Chaâbane 1416 corresponding to January 10, 1996, relating to collective investment schemes in securities (O.P.C.V.M) (S.I.C.A.V) and (F.C.P);

Having seen Law No. 06-11 of 28 Joumada El Oula 1427 corresponding to June 24, 2006, modified and supplemented, relating to the venture capital company;

Having seen Law No. 20-07 of 12 Chaoual 1441 corresponding to June 4, 2020, carrying the supplementary finance law for 2020;

Having seen the Presidential Decree of 5 Chaâbane 1444 corresponding to February 26, 2023, appointing the President of the Commission for the Organization and Supervision of Stock Market Operations;

Having seen Executive Decree No. 16-205 of 20 Chaoual 1437 corresponding to July 25, 2016, relating to the procedures for the formation, management, and exercise of the activity of the investment fund management company;

Having seen the Arrêté of 29 Ramadhan 1443 corresponding to April 30, 2022, appointing the members of the Commission for the Organization and Supervision of Stock Market Operations;

Having seen COSOB Regulation No. 96-02 of 6 Safar 1417 corresponding to June 22, 1996, modified and supplemented, relating to the information to be published by companies and organizations making a public offering of securities during the issuance of securities;

Having seen COSOB Regulation No. 03-02 of 15 Moharram 1424 corresponding to March 18, 2003, relating to the keeping of securities depository accounts;

Having seen COSOB Regulation No. 15-01 of 25 Joumada Ethania 1436 corresponding to April 15, 2015, relating to the conditions for approval, obligations, and control of stock market intermediaries;

Having seen COSOB Regulation No. 16-03 of 28 Dhou El Kaâda 1437 corresponding to September 1, 2016, relating to the guarantees that the investment fund management company must present in terms of organization, technical and financial means, and professional competence;

After adoption by the Commission for the Organization and Supervision of Stock Market Operations on the date of 21 Ramadhan 1444 corresponding to April 12, 2023;

Enacts the regulation whose text follows:

Article 1. — In application of the provisions of article 45 of Law No. 20-07 of 12 Chaoual 1441 corresponding to June 4, 2020, cited above, this regulation aims to fix the conditions for approval, exercise, and control of participatory investment advisors.

Art. 2. — For the purposes of this regulation, the following terms are understood as:

• participatory investment project: any project financed by the general public, aiming to realize any initiative, having an economic, social, environmental, or cultural impact;

• participant: any natural or legal person, residing in Algeria, having placed funds in participatory investment projects carried out in Algeria;

• project holder of participatory investment: any natural or legal person wishing to raise funds via a participatory investment advisory platform.

Art. 3. — The participatory investment advisor, hereinafter referred to as "CIP", has as its main activity the creation and management, on the internet, of participatory investment advisory platforms and the placement of funds from the general public, in participatory investment projects.

The funds placed in a participatory investment project take the form of subscription to an issuance of securities or financial products, carried out by the holder of the participatory investment project.

CHAPTER I

APPROVAL OF THE PARTICIPATORY INVESTMENT ADVISOR

Section 1

Conditions for Approval

Art. 4. — Commercial companies created for this purpose, stock market intermediaries (IOB) approved by the Commission for the Organization and Supervision of Stock Market Operations, hereinafter referred to as the "Commission", as well as investment fund management companies (SGFI), may have the status of CIP.

Banks and financial establishments approved as IOB may delegate, by virtue of a mandate, part or all of the CIP activity to another approved CIP.

Art. 5. — Commercial companies must meet the following conditions:

• have their registered office in Algeria;

• all its managers meet the honorability conditions required by the Commission for the managers of IOB - commercial companies;

10 Rabie Ethani 1445
25 October 2023
JOURNAL OFFICIEL DE LA REPUBLIQUE ALGERIENNE N° 68
13

• have an activity manager holding a higher education diploma in economic or financial fields, and holder of a certificate of successful completion of specialized training organized by a training body whose program is fixed in collaboration with the Commission;

• have appropriate material and IT resources;

• have put in place work procedures allowing, among other things, to ensure the traceability of operations, the identification and management of conflicts of interest, and the detection of money laundering and terrorist financing operations;

• have an internal control and compliance system, adapted to the volume of activity.

Art. 6. — The participatory investment advisor wishing to set up a platform dedicated exclusively to Islamic crowdfunding must obtain, beforehand, a Sharia compliance certificate from the national Sharia authority for the Islamic finance industry, in addition to meeting all the conditions stipulated in Article 5 above.

Art. 7. — IOBs wishing to have the status of CIP must be, beforehand, authorized to exercise the activity of securities placement advice and the activity of securities and financial products placement.

Art. 8. — IOBs and SGFIs wishing to exercise the CIP activity must designate an activity manager meeting the criteria provided for in Article 5 above, and provide appropriate material and IT resources.

Art. 9. — The CIP must subscribe to professional civil liability insurance covering all risks related to its activity.

Section 2 Approval Procedures

Art. 10. — The CIP approval application is submitted to the Commission by the applicant or their representative. The application is accompanied by a file consisting of documents defined by a Commission instruction.

Art. 11. — The examination of the approval application is subject to the payment of a fee upon its deposit with the Commission.

The Commission has a period of one (1) month, from the date of receipt of the required file, to examine the applicant's request. When the Commission requests additional information, this period is suspended until receipt of the requested information.

Art. 12. — In the case of a favorable response to the approval application, the Commission issues the applicant a provisional approval valid for a duration of twelve (12) months.

In case of refusal of approval, the Commission's decision is reasoned. The applicant may file an appeal, in accordance with the provisions of current legislation.

The approval only becomes effective when the applicant puts online their participatory investment advisory platform and has, at least, a system (certificate) for encryption of communications and data security of the Transport Layer Security (TLS) or Secure Sockets Layer (SSL) type, currently valid.

At the request of the provisional approval holder, the Commission may exceptionally prolong the validity of the provisional approval when the applicant does not put online their platform within the deadline set in the first paragraph of this article.

Art. 13. — The CIP approval is personal and non-transferable.

In the case of a merger between CIPs, the merger project must be submitted, beforehand, to the Commission's agreement under the approval conditions provided for in Articles 5, 7, and 8 above.

In the case of the absorption of one CIP by another CIP, the absorption project is subject to the prior authorization of the Commission. The approval of the absorbed CIP is automatically cancelled upon completion of the legal formalities, in accordance with current legislation.

Section 3 Suspension and Withdrawal of Approval

Art. 14. — The Commission may proceed with the suspension of the approval, when the CIP no longer meets the approval conditions set by this regulation, or when the CIP's actions are likely to harm the interests of participants.

Art. 15. — The Commission may proceed with the withdrawal of the approval, when the CIP:

• no longer exercises its activity for at least twelve (12) months;

• provides false information to the Commission or to participants;

• violates a Commission decision;

• no longer meets the approval conditions set by this regulation, or when its actions are likely to harm the interests of participants.

Art. 16. — The Commission may, if necessary, designate another CIP to take charge of the operations of participants and project holders already financed by the suspended CIP or whose approval has been withdrawn.

# JOURNAL OFFICIEL DE LA REPUBLIQUE ALGERIENNE N° 68
## 10 Rabie Ethani 1445  
## 25 October 2023

---

## CHAPTER 2  
### CONDITIONS FOR EXERCISE OF THE ACTIVITY  
### OF PARTICIPATORY INVESTMENT ADVISOR  

### Section 1  
#### Management of the participatory investment advisory platform  

**Art. 17. —** The CIP is required to observe the following rules:  
— propose to participants participatory investment projects based in Algeria, the total amount of which per project must not exceed twenty (20) million DZD during a period of twelve (12) months;  
— select participants by conducting an adequacy test to define the participants' objectives and their knowledge of the risks related to the securities and financial products proposed to them. The model of the adequacy test must be validated by the Commission, before the start of the activity;  
— propose, as far as possible, several projects meeting the common investment criteria, previously defined with the participants, if applicable;  
— indicate the reference of its approval on all its announcements and publications on the platform and on all documents it provides to participants as well as on the acts and invoices it establishes with third parties;  
— display the subscription fees to be applied as well as a range of fees to be levied on each accepted project;  
— publish all relevant information related to participatory investment projects to be financed, as well as those related to projects already financed, including periodic financial statements.

### Section 2  
#### Participatory Investment Projects  

**Art. 18. —** Participatory investment projects are not subject to the preparation and deposit of an information notice with the Commission.  

The CIP must publish on the platform, an information document detailing, for each project, the nature and global amount of said project, the funds to be collected by project stage, if applicable, the eligible investors, the mode of participation, and the mode of repayment of the amounts subscribed for the benefit of participants.  

The information that the information document must contain is detailed by a Commission instruction.  

**Art. 19. —** Securities issued in the framework of participatory investment projects are not admitted to stock exchange trading.  

The securities thus issued may be kept and registered in an account with an authorized securities depository, chosen by the project holder, in accordance with current regulations.  

The designated securities depository must inform, without delay, the project holder and the CIP of any change in ownership of the securities issued on the platform, in order to allow them to update the participant file.  

**Art. 20. —** The CIP cannot participate in participatory investment projects accepted by its platform, whether as a participant or as the project holder.  

### Section 3  
#### Due Diligence  

**Art. 21. —** The CIP must put in place a due diligence device, in order to select viable participatory investment projects that will have an economic, social, environmental, or cultural impact.  

The due diligence referred to in the above paragraph is fixed by a Commission instruction.  

The CIP must, in addition, ensure that the holder of the participatory investment project respects its commitments and the projected financing and investment plan.  

**Art. 22. —** The CIP must create, for each participant, a file consisting of the following elements:  
— a copy of their identity document;  
— the form relating to the adequacy test;  
— the subscription forms;  
— proof of payment of funds for subscriptions;  
— proof of remuneration and reimbursements paid to the participant.  

Participant files must be kept for a minimum period of five (5) years.  

**Art. 23. —** The CIP must ensure the protection and confidentiality of personal data submitted on its platform and disclose them only to competent authorities, in accordance with current legislation.  

### Section 4  
#### Subscription and Collection of Funds  

**Art. 24. —** The CIP is responsible for placement advice and the collection of subscription forms for participatory investment projects. It hands over to each project participant an attestation identifying the project holder, the nature of the financed project, and defining the number of securities subscribed and the total amount corresponding as well as the repayment modalities of the amounts subscribed for the benefit of participants, if applicable.  

---

# JOURNAL OFFICIEL DE LA REPUBLIQUE ALGERIENNE N° 68  
## 10 Rabie Ethani 1445  
## 25 October 2023  

**Art. 25. —** The CIP must open for each participatory investment project a dedicated current account, for:  
— collecting funds from participants;  
— collecting sums due by project holders for the benefit of participants.  

The CIP, other than IOB banks, must designate a bank approved in Algeria which will take charge of the processing of financial operations linking the CIP to participants and project holders.  

**Art. 26. —** Funds collected in the framework of each participatory investment project are released by the CIP once the project amount is subscribed.  

The CIP cannot use the collected funds for any other purpose than participatory investment operations. It cannot, also, use the funds collected in the framework of a participatory investment project to finance another participatory investment project.  

### Section 5  
#### Repayment and Remuneration of Participants  

**Art. 27. —** In the case where the fixed amount of the project or a stage of the project is not subscribed at the end of the subscription period, the CIP is required to proceed with the repayment of participants, up to the subscribed amount, within a period of thirty (30) days following the closure of subscriptions, except in the case where the information document contains a clause fixing the minimum amount to be subscribed, which cannot be less than 60% of the global amount of the project or the concerned stage of the project.  

The payment of dividends and interest as well as the subscribed amount for the benefit of participants are realized, within the deadlines set by the social bodies of the concerned securities issuers, by the CIP based on the participation statement.  

### Section 6  
#### Remuneration of the Participatory Investment Advisor  

**Art. 28. —** The CIP is remunerated based on:  
— services provided to holders of participatory investment projects, notably on due diligence, the economic evaluation of the project, and its promotion on the platform;  
— subscriptions of securities issued, paid by participants;  
— repayment and remuneration operations of participants, as stipulated in Article 27 above;  
— the delegation of management of another platform, as stipulated in Article 4 above.  

## CHAPTER 3  
### CONTROL OF THE PARTICIPATORY INVESTMENT ADVISOR  

**Art. 29. —** The CIP is subject to the control of the Commission.  

Agents authorized by the Commission may conduct investigations within the CIP, have any document deemed useful communicated to them, and access all premises used for professional purposes during working hours, in order to verify that the CIP respects the provisions of this regulation.  

**Art. 30. —** The CIP must send to the Commission, according to the periodicity it determines by instruction:  
— financial statements, as defined by current legislation;  
— the list of participatory investment projects financed and the statements of participants cumulated by each participant and for each project.  

The Commission may ask the CIP for any other information it deems necessary for the monitoring of its activity, notably that allowing to identify potential infractions related to fraud, money laundering, and terrorist financing.  

**Art. 31. —** This regulation shall be published in the *Official Journal of the Algerian Democratic and Popular Republic*.  

Done in Algiers, on 21 Ramadhan 1444 corresponding to April 12, 2023.  

Youcef BOUZENADA.  
————★————
---