Government Decree No. 2018-840 of October 11, 2018, on conditions, procedures, and deadlines for granting and withdrawing the startup label, startup incentives, and the labeling committee

No. 84 Official Journal of the Tunisian Republic — 19 October 2018 Page 3535 In application of the provisions of Article (3) of Decree No. 2010-1668 of 5 July 2010, the interested party benefits from the allowances and advantages attributed to the position of General Director of Central Administration. By Government Decree No. 2018-836 of 11 October 2018. Mr. Mustapha Abdeljlil, General Engineer, is assigned the functions of Head of the Objective-Based Management Unit for monitoring the implementation and equipping of health projects financed through foreign donations and credits at the Ministry of Health, with allowances and advantages of General Director of Central Administration, effective from 23 July 2018. By Government Decree No. 2018-837 of 11 October 2018. Mr. Mohamed Chiheb Ben Reyana, University-Hospital Professor of Pharmacy, is assigned the functions of Director General of the Monitoring Unit for Public Establishments with a Non-Administrative Nature and Public Enterprises at the Ministry of Health, effective from 20 February 2018. MINISTRY OF VOCATIONAL TRAINING AND EMPLOYMENT By Government Decree No. 2018-838 of 10 October 2018. Mr. Rached Ben Romdhane, General Inspector of State Domains and Land Affairs, is appointed as an assigned officer to the cabinet of the Ministry of Vocational Training and Employment. By Government Decree No. 2018-839 of 10 October 2018. Mr. Rached Ben Romdhane, General Inspector of State Domains and Land Affairs, is appointed as Head of the Cabinet of the Ministry of Vocational Training and Employment. MINISTRY OF COMMUNICATION TECHNOLOGIES AND THE DIGITAL ECONOMY Government Decree No. 2018-840 of 11 October 2018, establishing the conditions, procedures, and deadlines for granting and withdrawing the startup label and benefiting from startup incentives and advantages, and on the organization, powers, and operating procedures of the labeling committee. The Head of Government, On the proposal of the Minister of Communication Technologies and the Digital Economy, Having regard to the Constitution, Having regard to Law No. 1960-30 of 14 December 1960, on the organization of social security regimes and all texts that have amended or supplemented it, and notably Law No. 2007-51 of 23 July 2007, Having regard to the Labor Code promulgated by Law No. 1966-27 of 30 April 1966 and all texts that have amended or supplemented it, and notably Law No. 2016-36 of 29 April 2016, on collective procedures, Having regard to Law No. 67-53 of 8 December 1967, on the Organic Budget Law and all texts that have amended or supplemented it, and notably Organic Law No. 2004-42 of 13 May 2004, Having regard to Law No. 83-112 of 12 December 1983, establishing the general statute of State personnel, local authorities, and public administrative establishments, together with the texts that have amended or supplemented it, Having regard to Law No. 85-78 of 5 August 1985, establishing the general statute of agents of offices,
establishments, and public enterprises, and all texts that have amended or supplemented it, Having regard to the Personal Income Tax and Corporate Tax Code, as promulgated by Law No. 89-114 of 30 December 1989 and modified and supplemented by subsequent texts, notably Law No. 2017-66 of 18 December 2017, on the Finance Act for the year 2018, Having regard to Law No. 99-11 of 31 December 1999, on the Finance Act for the year 2000 and notably its Article 13 regarding the creation of the National Employment Fund, as modified by Decree-Law No. 2011-16 of 26 March 2011,

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Having regard to the Commercial Companies Code, as promulgated by Law No. 2000-93 of 3 November 2000, Having regard to Law No. 2018-20 of 17 April 2018, on startups and notably its Articles 3, 6, 7, 8, 9, 10, and 13, Having regard to Decree No. 2012-890 of 24 July 2012, implementing Article 22 of Law No. 88-92 of 2 August 1988 on investment companies, as modified and supplemented by subsequent texts, Having regard to Decree No. 2012-1997 of 11 September 2012, fixing the attributions of the Ministry of Information and Communication Technologies, Having regard to Decree No. 2012-1998 of 11 September 2012, on the organization of the Ministry of Information and Communication Technologies, Having regard to Decree No. 2012-2369 of 16 October 2012, fixing the programs of the National Employment Fund, the conditions and modalities for benefiting from them, together with the texts that have amended or supplemented it, notably Government Decree No. 2017-358 of 9 March 2017, Having regard to Decree No. 2013-5199 of 12 December 2013, fixing the interventions and activities concerned by the participations of the Communications, Information Technology, and Telecommunications Development Fund, as well as the modalities of their financing, Having regard to Presidential Decree No. 2016-107 of 27 August 2016, on the appointment of the Head of Government and its members, Having regard to Presidential Decree No. 2017-124 of 12 September 2017, on the appointment of members of the Government, Having regard to Presidential Decree No. 2017-247 of 25 November 2017, on the appointment of members of the Government, Having regard to the opinion of the Administrative Court, After deliberation by the Council of Ministers. Enacts the following Government Decree:
Chapter I
General Provisions
Article 1 - This Government Decree establishes the conditions, procedures, and deadlines for granting and withdrawing the startup label and benefiting from startup incentives and advantages, and the organization, powers, and operating procedures of the labeling committee, in accordance with the provisions of Law No. 2018-20 of 17 April 2018, on startups.
Art. 2 - The Digital Economy Directorate at the Ministry of Communication Technologies and the Digital Economy is responsible for the functions cited in Article 5 of the aforementioned Law No. 2018-20.
In the event of concluding an agreement between the Minister in charge of the digital economy and an entity possessing the necessary technical competencies, the latter shall assume all functions attributed to the Digital Economy Directorate under this Government Decree.
Chapter II
Conditions, Procedures, and Deadlines for Granting and Withdrawing the Startup Label Art. 3 - The ceilings regarding staff size, total balance sheet, and annual turnover for a company seeking the startup label are fixed as follows:

• a staff size not exceeding one hundred (100) employees,
• a total balance sheet not exceeding fifteen (15) million dinars,
• an annual turnover not exceeding fifteen (15) million dinars.
  Art. 4 - A company seeking the startup label must submit an application via the startups electronic portal accompanied by the following documents:
• an extract from the commercial register and the tax identification card,
• a copy of the company's articles of association and the shareholders' register,
• a certificate of membership with the National Social Security Fund (CNSS) with a named list of employees,
• a copy of the financial statements for the year preceding the submission date of said application.
  The application is completed using a form developed by the Digital Economy Directorate, containing, in particular, elements inherent to the economic model of said project, including:
• innovation aspects and differentiating factors,
• factors for realizing strong potential for economic development,
• scientific and technical qualifications and the experience of the team in charge of the project,
• where applicable, any prizes or awards obtained and any invention patent filed.
  Any natural person wishing to obtain the startup label must submit an application using the aforementioned form.

No. 84 Official Journal of the Tunisian Republic — 19 October 2018 Page 3537 Art. 5 - The labeling committee reviews applications for the startup label for companies meeting conditions 1, 2, and 3 of Article 3 of the aforementioned Law No. 2018-20, and applications for the startup label submitted by natural persons. The said committee may only issue a favorable opinion after hearing the applicant. In the event of a favorable opinion from said committee, the Minister in charge of the digital economy decides on granting the startup label for companies and the pre-label for natural persons. In the event of refusing an application, the labeling committee is required to justify the refusal decision and notify the applicant electronically. A response is formulated for any startup label application within a maximum deadline of thirty (30) days from the date of application submission. Failure to respond within a deadline of sixty (60) days, calculated from the date of application submission, is deemed a favorable opinion for granting the label. The Minister in charge of the digital economy is required, in this case, to grant the startup label without needing to obtain the opinion of the labeling committee. Startup label grant decisions are published on the startups electronic portal. Art. 6 - The pre-label is valid for a period of six (6) months during which the holder proceeds with the formation of the company while respecting the conditions cited in points 1, 2, and 3 of Article 3 of the aforementioned Law No. 2018-20. Before the expiration of the aforementioned period, the pre-label holder is required to complete their file by submitting the documents cited in the first paragraph of Article 4 of this Government Decree via the startups electronic portal. A response is formulated electronically within a maximum deadline of three (3) days from the date of file completeness. In case of exceeding the deadline mentioned in the first paragraph of this Article without completing said file, the pre-label becomes void. Art. 7 - Notwithstanding the provisions of Article 5 above, the Minister in charge of the digital economy grants the startup label, within a deadline of three (3) days, to a company verifying the conditions of points 1, 2, and 3 of Article 3 of the aforementioned Law No. 2018-20 and having successfully raised funds from venture capital investment companies, collective risk investment funds, seed funds, or any other investment organism according to current legislation, in accordance with the provisions of Article 6 of said Law. Art. 8 - Any person wishing to obtain the startup label may apply once every six (6) months according to the aforementioned conditions and procedures. Art. 9 - Every Startup must, during the validity period of the label, cumulatively achieve growth targets regarding staff size, total balance sheet, and annual turnover as follows:
Duration | Staff Size | Annual Turnover or Total Balance Sheet At the end of three (3) years from the date of label grant | Greater than or equal to ten (10) employees | Greater than or equal to three hundred thousand (300,000) dinars At the end of five (5) years from the date of label grant | Greater than or equal to thirty (30) employees | Greater than or equal to one (1) million dinars The annual turnover or total balance sheet are calculated taking into account the startup's financial statements for the past year and more recent statements, where applicable. Art. 10 - The Digital Economy Directorate conducts periodic control operations to verify compliance by startups with the conditions and legal commitments required under the law, and elaborates reports on this matter which it submits to the labeling committee. In the event of failing to meet one of the commitments cited in Article 7 of the aforementioned Law No. 2018-20, a warning is sent electronically to the startup to comply with legal conditions within a deadline of one (1) month from the date of sending said warning. Upon expiration of this deadline and in case of persistent non-compliance, an electronic questionnaire is sent to the offender, granting a deadline of fifteen (15) days for a response. The offender may be summoned to appear before the labeling committee and be heard. The electronic questionnaire is deemed a hearing record. The Minister in charge of the digital economy may, upon request from said committee, order the drawing up of a report to verify compliance by startups with legal conditions.

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In the event of no response to the questionnaire or absence, or if the labeling committee considers the advanced reasons insufficient or based on the aforementioned report, said committee issues a conforming opinion for label withdrawal. The Minister in charge of the digital economy decides on the label withdrawal, and the decision is notified to the offender electronically.
Chapter III
Organization, Powers, and Operating Procedures of the Labeling Committee Art. 11 - The labeling committee is composed of:

• a president among recognized competencies in the fields of investment and innovation and possessing experience in management and direction,
• two (2) executives representing ministries and public structures related to innovation, the digital economy, entrepreneurship, and financing, possessing competence and experience in the aforementioned fields,
• four (4) private sector competencies among specialists in the fields of financing, support, and innovative entrepreneurship,
• two (2) experts chosen among competencies in the fields of innovation, technology, and entrepreneurship.
  Members of the labeling committee are appointed by decision of the Head of Government on the proposal of the Minister in charge of the digital economy, for a duration of three (3) years, renewable once.
  Art. 12 - The labeling committee deliberates on files submitted to it through an electronic platform exclusively dedicated to the president, members, and permanent secretariat, equipped with an electronic signature mechanism. Granting or withdrawing the startup label requires a favorable opinion from at least five (5) members of said committee. Voting is conducted electronically. The committee meets, where applicable, to hear the label applicant or the legal representative of the startup in accordance with the provisions of paragraph 2 of Article 7 of the aforementioned Law No. 2018-20. The quorum is only reached with the presence of five (5) committee members, including the president. The president may, in case of impediment, delegate the committee presidency to one of their chosen members and sends, where applicable, an electronic notification. Voting cannot be delegated. In the event of absence of a committee member three times successively and without reason, they are considered to have resigned and will be replaced according to the same composition and procedures mentioned in Article 11 above. Art. 13 - Committee members are bound by the confidentiality of data and deliberations, and by the obligation of discretion and professional secrecy during the exercise of their functions. In the event of a conflict of interest on an ongoing file, the concerned member is required to inform the committee president of their own initiative and without delay, electronically. They must refrain from issuing an opinion and voting on said file. The president and any committee member, as well as any startup label applicant, may raise a reservation for conflict of interest. In the event of confirmed disclosure of data or deliberations by a committee member, or in the event of deliberate non-declaration of a conflict of interest situation, the president proceeds with the immediate suspension of the concerned member from the electronic platform until their summons and hearing at the next labeling committee meeting. If the facts are confirmed, said member is considered to have resigned. Art. 14 - The Digital Economy Directorate ensures the permanent secretariat of the labeling committee and takes charge of, in particular, preparing the agenda, sending invitations, drafting meeting minutes, preparing responses, and monitoring files.
  Chapter IV
  Conditions and Procedures for Benefiting from Startup Incentives and Advantages Art. 15 - An applicant for a startup creation leave must meet the following conditions:
• obtaining the startup label by the company in which they are a founder and shareholder,
• being a holder and having three (3) years of seniority in their original position,
• presenting prior written authorization in the case of a private employer employing less than one hundred (100) employees,
• submitting an application via the startups electronic portal within a maximum deadline of one (1) month from the date of label acquisition,
• committing to be employed full-time within said startup.

No. 84 Official Journal of the Tunisian Republic — 19 October 2018 Page 3539 Art. 16 - An applicant for a startup creation leave submits a unified electronic application on behalf of the concerned startup. The application is accompanied by necessary data and supporting documents, including the proposed effective departure date from the original position. This date must fall between one and a half months, at least, and six (6) months, at most, from the date of submitting said application. The Digital Economy Directorate verifies the eligibility of the holders of the aforementioned application and rules within a deadline not exceeding fifteen (15) days from the date of receiving said application. In case of agreement, original employers are informed in writing. In the case of a public agent benefiting from a startup creation leave, their original employer is required, upon notification by the Digital Economy Directorate, to take necessary measures regarding the regulatory status of said agent. In the event of the end of the startup creation leave or its termination upon the beneficiary's request, the latter expresses their wish to reintegrate their original function or corps via the startups electronic portal. The Digital Economy Directorate is responsible for informing the original employer in writing. The original employer is required to notify the concerned agent or employee to reintegrate their original function or corps within a deadline of thirty (30) days from the date of notification, under penalty of being considered in a situation of job abandonment. In the event of label withdrawal from a startup, its promoters are deprived of the right to startup creation leave on behalf of said startup. The Digital Economy Directorate informs original employers of the withdrawal decision in writing. Original employers are required to notify the concerned agents or employees to reintegrate their functions or corps within a deadline of thirty (30) days from the date of notification, under penalty of being considered in a situation of job abandonment. Art. 17 - An applicant for a startup grant must meet the following conditions:

• obtaining the startup label by the company in which they are a founder and shareholder,
• not having benefited from a startup grant during the past three (3) years from the date of application submission,
• submitting an application via the startups electronic portal within a deadline of one (1) month from the date of obtaining the startup label, without exceeding one (1) year from the date of company formation,
• committing to be employed full-time within said startup.
  Art. 18 - The startup grant amount for employees is calculated based on the average net monthly income for the past twelve (12) months from the date of obtaining the startup label. This amount ranges between one thousand (1000) dinars and five thousand (5000) dinars net per month. For non-employees, the monthly net grant amount is fixed at one thousand (1000) dinars. Startup grant applicants submit a unified electronic application on behalf of the concerned startup. The application is accompanied by necessary data and supporting documents. The structure in charge of startups verifies the application's eligibility and rules within a deadline not exceeding fifteen (15) days from the date of receiving said application. Approved files are transmitted electronically to the National Agency for Employment and Independent Work. The grant is paid from the date of obtaining the startup label. In the case of employees benefiting from a startup creation leave, the grant is paid from the date of effective departure from the original position. The National Agency for Employment and Independent Work pays said grant monthly and within a limit of twelve (12) months. In the event of startup label withdrawal, the National Agency for Employment and Independent Work is notified electronically, and necessary measures are taken to immediately stop the payment of said grant. Art. 19 - A startup wishing to benefit from the National Employment Fund covering employer and employee social security contributions under the legal regime must submit a file via the startups electronic portal accompanied by necessary data and supporting documents. The file is transmitted, electronically, to the National Agency for Employment and Independent Work, which handles it in accordance with the required conditions and procedures provided for in Decree No. 2012-2369 of 16 October 2012, fixing the programs of the National Employment Fund, the conditions, and the modalities for benefiting from them. Art. 20 - A startup wishing to benefit from the Ministry in charge of the digital economy covering the filing procedures and registration fees for invention patents on behalf of startups at national and international levels, must submit an application via the startups electronic portal accompanied by supporting documents for the invention patent and a quote specifying the registration amount for said patent at national or international levels.

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Art. 21 - Benefiting from the privilege stipulated in the first paragraph of Article 13 of the aforementioned Law No. 2018-20 is subject to compliance with the following conditions:

• the person wishing to benefit from the deduction must be in regular standing with the administrati