English translation of the French text read by machine from the scanned PDF at bct.gov.tn (the French text is the official one). Retrieved 2026-10-26.

Law No. 2016-48 of 11 July 2016, relating to banks and financial institutions (1),

In the name of the people,

The Assembly of the Representatives of the People having adopted,

The President of the Republic promulgates the law whose content follows:

Title One

General provisions

Article One - This law aims to organize the conditions for carrying out banking operations and the methods of supervising banks and financial institutions in order to preserve their soundness and protect depositors and users of banking services, so as to contribute to the proper functioning of the banking sector and achieve financial stability.

Art. 2 - The provisions of this law apply to banks and financial institutions carrying out their activity in Tunisia, including non-resident banks and financial institutions within the meaning of exchange legislation.

The provisions of the code for the provision of financial services to non-residents promulgated by Law No. 2009-64 of 12 August 2009 apply to non-resident banks and financial institutions as long as they are not derogated from by the provisions of this law.

Banks and financial institutions are subject to the provisions of the code of commercial companies as long as they are not derogated from by the provisions of this law.

Art. 3 - The provisions of this law do not apply to bodies that carry out banking operations under the laws governing them. They also do not apply to international financial institutions, their representations or financial cooperation agencies created under agreements concluded with the government of the Tunisian Republic.

Title II

Banking operations, banks and financial institutions

Chapter One

Banking operations

Art. 4 - Are considered banking operations within the meaning of this law:

• operations for receiving deposits from the public, whatever their duration and form,

• operations for granting credits in all their forms,

• leasing operations,

• operations relating to the credit management service "factoring",

• Islamic banking operations,

• making payment means available to customers and providing payment services.

Are not considered banking operations, within the meaning of this law, financing granted by companies not authorized under this law to their customers for the supply of goods or services, as well as financing granted by one company to another belonging to the same group within the meaning of the code of commercial companies or to its agents.

Without prejudice to the specific financial legislation in force and within the limit of the exceptions provided for by this law, the following operations linked to banking operations may be carried out:

• advice, assistance in financial management and financial engineering,

• services intended to facilitate the creation, development and restructuring of companies,

• wealth and asset management.

Art. 5 - Are considered deposits received from the public within the meaning of this law, funds that any person collects from a third party by any means of payment as a deposit or otherwise with the right to dispose of them for the needs of carrying out his professional activity, but with the obligation to return them to their holders in accordance with the agreed conditions.

Are considered deposits, funds whose receipt gives rise to the issuance of cash vouchers or any other equivalent instrument.

[1] Preparatory works: Discussion and adoption by the Assembly of the Representatives of the People in its session of 9 June 2016.

However, the following categories of funds are not considered deposits received from the public:

• funds deposited to constitute or increase the capital of a company,

• funds from an issue of bonds, sukuks or similar debt securities,

• funds from repurchase agreements on the money market,

• funds from any other form of financing carried out by institutions carrying out banking operations among themselves,

• funds held in account with a company by its managers, members of its board of directors, members of its supervisory board, members of its general management, members of its management board or any partner or group of partners ensuring effective control over said company,

• funds deposited by the staff of a company without exceeding 10% of the capital of said company.

Art. 6 – Is considered a credit within the meaning of this law, any act by which a natural or legal person, acting for consideration:

• makes funds available to another person, or

• undertakes to make funds available to another person or assumes in the interest of the latter an commitment by signature in the form of a surety or guarantee.

Art. 7 - Is considered leasing, within the meaning of this law, the leasing operation as defined by the provisions of Article One of Law No. 94-89 of 26 July 1994, relating to leasing.

The provisions of the law relating to leasing apply to this category of operations, as long as they are not derogated from by the provisions of this law.

Art. 8 - Is considered credit management service "factoring", within the meaning of this law, any commitment under which a bank or financial institution provides for the benefit of a holder of a portfolio of commercial receivables, services for managing these receivables, provided that said bank or said financial institution obligatorily grants advances or guarantees their collection.

Art. 9 - Are considered means of payment within the meaning of this law, any form of instruments allowing the transfer of funds from one account to another, whatever the technical process used, including the electronic money process.

Is considered electronic money, any monetary value representing a claim on the issuer, stored on an electronic medium, issued in exchange for the remittance of funds of an amount whose value is not less than the monetary value issued and accepted as a means of payment by third parties other than the issuer of the electronic money.

Are not considered means of payment, orders and cards issued and intended for:

• the acquisition of goods or services from the issuer of these orders or these cards,

• the consumption of a service or the acquisition of a merchandise provided that they are used exclusively for the purposes of their issuance.

Art. 10 - Are considered payment services within the meaning of this law:

• cash deposits and withdrawals,

• direct debits,

• cash payment operations, by cheque, bill of exchange or postal orders issued or any other equivalent paper medium,

• fund transfer operations,

• the execution of payment operations by any means of remote communication, including electronic payment operations.

Art. 11 - Are considered Islamic banking operations, within the meaning of this law, banking operations that do not give rise to the collection and payment of interest according to different terms in matters of receiving deposits, investment, financing and investment in economic fields, in conformity with Islamic banking standards.

The Central Bank of Tunisia ensures the control of the conformity of Islamic banking operations with the international standards practiced in this field.

Islamic banking operations include in particular:

• Mourabaha,

• Ijara with the option of acquisition,

• Moudaraba,

• Moucharaka,

• Istisna'a,

• Salam,

• investment deposits.

The Governor of the Central Bank of Tunisia sets these operations as well as the modalities and conditions of their exercise, by circular taken within a maximum period of two months from the entry into force of this law.

Art. 12 - Is considered "Mourabaha", within the meaning of this law, any sale operation with declaration of the capital and the profit margin. The bank or the financial institution acquires, at the request of the principal, determined movable or immovable property or merchandise, from a third party and resells them to the principal at a price equivalent to its acquisition cost increased by a profit margin determined in advance which will be settled within time limits agreed between the parties.

Art. 13 - Is considered Ijara financing with the option of acquisition, within the meaning of this law, any leasing operation by which a bank or a financial institution acquires and appropriates equipment, materials or immovable property and leases them to its clients for professional exploitation purposes, for a determined duration in return for rents payable within agreed time limits, with the bank or the financial institution being responsible for granting the client the option to acquire the leased property during the rental period or at the end of the term.

The provisions of law n° 94-89, relating to leasing apply to Ijara financing operations with option of acquisition, as long as they are not derogated from by the provisions of this law.

Art. 14 - Is considered "Istisna'a", within the meaning of this law, any sale operation by which a bank or a financial institution undertakes to finance, at the request of its client in the capacity of "Mostasni'i", the manufacture of a movable or immovable property, whose nature, quantity and characteristics are detailed with precision. In order to honor its commitments, the bank or the financial institution instructs a co-contractor called "Sani'i", to manufacture the movable or immovable property according to the description object of its commitment with the client. The bank or the financial institution takes possession of the manufactured property, pays the price to the "Sani'i" and delivers the said property to the "Mostasni'i", in return for a determined price payable within agreed time limits, on condition that no contract is made dependent on the other.

Art. 15 - Is considered "Salam" within the meaning of this law, any forward sale operation of tangible movable property in return for the settlement of a price in cash on the spot and by which a bank or a financial institution acquires merchandise, described in a manner removing any ambiguity and determined by measure, weight or counting. The bank or the financial institution is required to sell the merchandise received object of the "Salam" within the fixed time limit.

Art. 16 - Are considered investment deposits within the meaning of this law, the amounts lodged by their holders, in an account with a bank, by any means of payment whatsoever, and this, under a "Moudaraba" or "Wakala" contract, with a view to using them in investments in assets over a determined period, with or without restriction. The bank does not guarantee any loss of the investment, except in case of negligence or breach of contractual conditions, duly established.

Chapter II

Of banks and financial institutions

Art. 17 - Is considered a bank, any legal person who exercises, on a habitual basis, the collection of deposits within the meaning of article 5 of this law and the making available to the clientele of means of payment, with a view to exercising the other banking operations referred to in article 4 of this law.

Every bank authorized in accordance with the provisions of this law acquires the status of authorized intermediary to carry out foreign exchange operations within the meaning of the legislation in force relating to foreign exchange.

Art. 18 - A financial institution is considered to be any legal person that habitually carries out the banking operations referred to by the provisions of chapter one of this title, with the exception of operations involving the collection of deposits from the public and the provision to customers of means of payment.

Art. 19 - A business bank is considered to be any financial institution that carries out all of the following operations, as a specialized activity:

• the granting of financing to enterprises, with a view to strengthening their equity,

• the granting, for the benefit of enterprises, of bridge loans whose repayment period does not exceed one year, and this, in connection with financial engineering operations and

• the acquisition of holdings in the context of restructuring operations, involving an undertaking to transfer them back within a period not exceeding five years.

The resources of business banks consist, exclusively, of their equity and borrowing resources.

Business banks authorized in accordance with this law may use the term "bank" in their corporate name and in all their documents and advertisements, provided that they add, in all cases, the term "business bank".

Art. 20 - The payment services provided for by article 10 of this law are carried out by a resident financial institution that engages in them as a specialized activity, in the capacity of a payment institution. The payment institution is not authorized to carry out payment operations whose execution is done by means of cheque, bill of exchange, postal money orders issued or paid in cash and any other equivalent instrument.

The payment institution may market prepaid electronic money means, issued by banks or the Tunisian post office, and carry out the activity of manual foreign exchange in accordance with the legislation in force.

Payment institutions are excluded from the application of the provisions of title IV of this law, relating to the governance of banks and financial institutions.

The Central Bank of Tunisia defines, by circular, the governance rules specific to these institutions.

The Central Bank of Tunisia sets the conditions for the application of this article.

Art. 21 - Every payment institution must open, on its books, in the name of each user of payment services, a payment account that will be used, exclusively, to carry out payment services authorized in accordance with the provisions of article 20 of this law.

The payment institution is required to deposit with a bank the funds recorded in the payment accounts opened on its books. The account opened with a bank must be a global account and independent of the accounts that a payment institution may open for its own needs.

The Central Bank of Tunisia sets the procedures for keeping and operating the said account.

The aforementioned funds must be individually recorded on the accounting books of the payment institution.

The payment institution must take out an insurance policy or obtain a bank guarantee, guaranteeing the assets recorded in the payment accounts, up to an amount commensurate with its equity, in accordance with the conditions set by the Central Bank of Tunisia. The insurance company or the bank issuing the guarantee must not be part of the same group to which the payment institution belongs.

The balance of the said account may not be used to settle a debt owed by the payment institution to the bank holding the account.

This account balance is used exclusively to carry out operations for the benefit of users of payment services.

The balance of this account may not be subject to seizure for the benefit of creditors of the payment institution.

In the event of liquidation of the payment institution or of its bank holding the global account, the balance of this account is reserved for the settlement of the holders of the payment accounts.

Art. 22 - Banks and financial institutions that propose to carry out Islamic banking operations within the meaning of article 4 of this law must submit an application to the Central Bank of Tunisia including in particular a business plan as well as a description of the arrangements and procedures relating to financial, accounting and administrative separation and obtain the authorization of the Central Bank of Tunisia for this purpose.

The Central Bank of Tunisia sets the conditions for the application of this article.

Banks already authorized to carry out the aforementioned operations before the entry into force of this law are excluded from the application of the provisions of this article.

Art. 23 - Banks and financial institutions are prohibited from habitually engaging in operations that do not fall within the domain of banking operations provided for by article 4 of this law.

This prohibition does not concern the acquisition and possession of movable and immovable property necessary for the activity of banks and financial institutions that carry out Islamic banking operations, provided that they proceed, within a reasonable period, to transfer them to the clients concerned, in accordance with the prescriptions of the financing contracts.

Banks and financial institutions may, on an exceptional basis, carry out operations other than banking operations, provided that they are of limited importance in relation to all the operations carried out on a habitual basis and that they are not likely to prevent, restrict or distort competition, to the detriment of the undertakings which carry them out on a habitual basis.

Title III

Of the approval for the exercise of banking operations

Chapter One

Of the approval

Art. 24 - Any person wishing to carry out, on a habitual basis, the banking operations provided for in Article 4 of this law, as a bank or financial institution, must, prior to the exercise of its activity in Tunisia, obtain an approval to that effect, in accordance with the conditions laid down by this law.

The following are also subject to prior approval:

• any change that the bank or financial institution intends to introduce to the category or nature of the activity which it has been authorized to carry out,

• any merger or demerger operation,

• any transfer of assets or liabilities of a bank or financial institution resulting in a substantial change in the financial structure, in the category or in the nature of the activity which it has been authorized to carry out,

• any operation to reduce the capital of the bank or financial institution.

Art. 25 - The approval for the exercise of the activity of a bank or financial institution is granted by a decision of the approval commission created by this law, on the basis of a report by the Central Bank of Tunisia, in accordance with the conditions laid down by this law.

Art. 26 - A commission called the "approval commission" is created, responsible for granting and withdrawing the approvals provided for in Articles 24 and 34 of this law.

This commission is composed of:

• the Governor of the Central Bank of Tunisia or his representative: chairman,

• four independent members, recognized for their integrity and competence in the financial, banking or economic field.

The independent members are appointed, without prejudice to the principle of parity, by the Board of Directors of the Central Bank of Tunisia, for a period of 3 years renewable only once.

The commission establishes, on a proposal from the Central Bank of Tunisia, its internal rules which define in particular the modalities of its operation. The internal rules of the commission are published in the Official Journal of the Republic of Tunisia and on the website of the Central Bank of Tunisia.

The approval commission meets at the headquarters of the Central Bank of Tunisia. The secretariat of the said commission is provided by the structure in charge of examining approval applications at the Central Bank of Tunisia.

Chapter II

Of the conditions and procedures for approval

Art. 27 - The approval is granted taking into account:

1. the business program presented by the applicant for approval, which must show, in particular, the business plan as well as the business model of the bank or financial institution, according to the nature of the operations to be carried out and the services to be provided,

2. the quality of the direct and indirect shareholders, including in particular the reference shareholder and the main shareholders provided for in Article 102 of this law, with regard to their reputation, their financial capacity, their willingness to support the institution and, where applicable, the quality of their guarantors,

3. the adequacy of the financial, human and logistical resources, including the amount of capital and the own funds to be allocated by the bank or financial institution to the business program,

4. the reputation, integrity, competence and experience of the managers and members of the board of directors or the supervisory board and the extent to which they meet the conditions laid down by Chapter III of Title IV of this law,

5. the governance arrangements, the organizational and administrative structure as well as the policies and procedures proposed for risk management, internal control and compliance, consistent with the activities to be carried out,

6. the ability to carry out the business program in a manner compatible with the proper functioning of the banking system, offering customers sufficient security while ensuring sound and prudent management, in accordance with legal and regulatory requirements,

7. the absence of obstacles to the conduct of the supervision mission by the Central Bank of Tunisia, due to the existence of capital or direct or indirect control links between the bank or financial institution to be created and other natural or legal persons, or the existence of legislative or regulatory provisions of the State to which one or more of these persons belong,

8. the agreement of the competent authorities of the country of origin concerning banks and financial institutions having their registered offices abroad and which have the status of significant shareholder within the meaning of Article 102 of this law for the creation of subsidiaries or representative offices.

Art. 28 - The approval commission determines, in consultation with the Central Bank of Tunisia, the procedures for filing approval applications and in particular the information, data and documents to be provided.

The decision of the commission determining the above-mentioned procedures is published in the Official Journal of the Republic of Tunisia and on the website of the Central Bank of Tunisia.

The approval application is addressed to the Central Bank of Tunisia, which is responsible for examining it and transmitting its report to the approval commission.

Within a period of one month from the date of presentation of the application, the Central Bank of Tunisia may ask the person concerned by the approval to communicate to it all additional information or documents necessary for the examination of the file.

Any application for approval that does not respond to the information and documents required within a period of three months from the date of their request by the Central Bank of Tunisia shall be considered null and void.

Art. 29 - To the extent that the examination of the approval file so requires, the Central Bank of Tunisia shall collect the necessary information from the judicial authorities and the Tunisian Financial Analysis Commission as well as from national or foreign financial regulatory authorities, whenever the applicant or one of the persons mentioned in bullets 2 and 4 of Article 27 of this law is subject to the control or the field of intervention of said authorities.

The national authorities mentioned above may not invoke professional secrecy against the Central Bank of Tunisia.

Art. 30 - Within a maximum period of four months from the date of communication of all the required information and documents, the approvals committee shall rule on the approval application, either by a decision granting the applicant an approval in principle, or by a reasoned refusal decision.

The approval in principle shall define, in particular, the category of the establishment, the nature of the authorized operations, the initial capital, the identity of the reference shareholder and of the main shareholders.

The approval in principle shall also set the requirements and conditions necessary to be fulfilled for the granting of the final approval, including the completion of the procedures for the incorporation of the establishment, the full payment of the minimum capital provided for by Article 32 of this law, the communication of the identity of the managers, the members of the board of directors or the supervisory board and the heads of control and risk management, the presentation of the information system, the equipment and the real estate necessary for its activity as well as any other related conditions.

The applicant for approval must fulfill these conditions within a period not exceeding six months from the date of notification of the decision granting the approval in principle. Exceptionally, this period may be extended by 3 months, upon a reasoned request.

In the event that the applicant for approval does not fulfill the necessary conditions within the periods provided for in the preceding paragraph, from the notification of said approval, the approval in principle shall be withdrawn by the approvals committee, on a report by the Central Bank of Tunisia designating the applicant's non-compliance with the conditions provided for by the approval in principle.

The approvals committee shall issue the final approval, on a report established by the Central Bank of Tunisia, within a period of two months from the receipt of a request from the applicant proving compliance with all the required conditions.

The Central Bank of Tunisia shall notify the person applying for approval of the decision of the approvals committee. In the event of refusal, the decision must be reasoned.

Art. 31 - Any bank or financial establishment subject to the provisions of this law having its registered office in Tunisia may only be constituted in the form of a public limited company.

Art. 32 - The capital must not be less than:

• 50,000,000 dinars for resident banks or their equivalent in convertible foreign currency, at the time of subscription, for non-resident banks,

• 25,000,000 dinars for resident financial establishments or their equivalent in convertible foreign currency, at the time of subscription, for non-resident financial establishments, with the exception of:

  • business banks and establishments that exclusively carry out the credit management service "factoring" and whose capital may not be less than 10,000,000 dinars or their equivalent in convertible foreign currency, at the time of subscription, for non-resident establishments,

  • payment establishments and whose capital may not be less than 5,000,000 dinars

The approval shall specify the amount of the initial capital according to the business plan of the bank or financial establishment, without, however, this capital being less than the minimum capital set by this article.

The minimum capital must be fully paid up at the time of the creation of the bank or financial establishment.

The initial capital of a bank or financial establishment may, if it exceeds the minimum capital, be paid up in accordance with the conditions set in the approval without, however, the amount paid up at the time of subscription being less than the minimum capital.

Art. 33 - The Central Bank of Tunisia shall publish the decision granting the final approval in the Official Journal of the Tunisian Republic and on its website.

The Central Bank of Tunisia shall keep a register specific to approved banks and financial establishments, containing all the necessary information allowing the identification of the type of establishment, its company name, the address of its registered office as well as the list of its shareholders, its managers, the members of its board of directors, the members of its management board and the members of its supervisory board. The Central Bank of Tunisia shall publish said register for the attention of the public, on its website.

Banks and financial establishments must provide the Central Bank of Tunisia with all the documents necessary for the keeping and updating of this register.

Chapter III

Of the acquisition of holdings in the capital of banks and financial establishments

Art. 34 - Are subject to the prior approval of the approvals committee, on a report by the Central Bank of Tunisia, any:

• acquisition, direct or indirect, of shares in the capital of a bank or a financial institution or of voting rights by a person or a group of persons acting in concert explicitly or belonging to the same group, within the meaning of the commercial companies code, likely to result in the control of the bank or the financial institution and, in all cases, any transaction resulting in the acquisition of one tenth, one fifth, one third, one half or two thirds of the voting rights,

• action in concert between shareholders, as defined by Law No. 94-117 of 14 November 1994 relating to the reorganization of the financial market resulting in the exceeding of one of the thresholds provided for in the preceding paragraph.

Art. 35 - The reference shareholder within the meaning of Article 102 of this law may transfer all or part of its shares in the capital of a bank or a financial institution or of voting rights.

In the event that this transfer is likely to result in the loss of its status as reference shareholder, it must obtain approval in accordance with the procedures provided for by Article 36 of this law.

Art. 36 - The approval committee defines, in consultation with the Central Bank of Tunisia, the procedures for filing approval applications, in particular the information, data and documents to be provided.

The text setting out the said procedures is published in the Official Journal of the Tunisian Republic and on the website of the Central Bank of Tunisia.

The approval application is addressed to the Central Bank of Tunisia, which proceeds with its examination and transmits its report to the approval committee.

Within a period of two weeks from the date of filing of the application, the Central Bank of Tunisia may ask the applicant for approval to communicate to it all additional information and documents for the examination of the file.

And is considered cancelled, any approval application not completed, within a period of two months from the date of notification by the Central Bank of Tunisia, by the required information and documents, on the basis of:

The approval referred to in Article 34 of this law is granted, within a maximum period of two months from the transmission of all the required information, taking into account:

• the quality of the person or persons applying for approval, concerning their reputation, their financial capacity and their capacity to adopt sound and prudent management of the bank or the financial institution,

• the non-existence of potential obstacles to the exercise of the supervision mission by the Central Bank of Tunisia.

Art. 37 - The bank or the financial institution must inform the Central Bank of Tunisia:

• of any transaction of acquisition or transfer of shares of capital or voting rights subject to approval, as soon as it has become aware of it,

• of any explicit action in concert between the shareholders, as soon as it has become aware of it,

• of the identity of the shareholders who hold a participation in the capital or voting rights exceeding for each of them 5%, according to a periodicity fixed by the Central Bank of Tunisia.

Art. 38 - Are suspended automatically, the voting rights and the right to share in the profits, related to participations acquired without having obtained the required approval, as provided for by Article 34 of this law.

Is considered null and void, any action in concert not having obtained the said approval.

Is considered null and void, any transaction of transfer by a reference shareholder, of its participation in the capital of a bank or a financial institution or of the voting rights accruing to it, likely to result in the loss of its status as reference shareholder, when this transfer is concluded without having obtained the approval provided for by Article 35 of this law.

Chapter IV

Of the withdrawal of approval

Art. 39 - The approval is withdrawn by decision of the approval committee if it has not been used by the applicant within a maximum period of six months from the date of its notification.

The approval committee takes its decision to withdraw approval, on the basis of the report of the Central Bank of Tunisia, after hearing the bank or the financial institution concerned.

The decision to withdraw approval specifies its effective date.

The committee transmits its decision accompanied by a report drawn up for this purpose, to the court of first instance of the place of the registered office of the bank or the financial institution and which is responsible for the opening of the liquidation procedure, in accordance with the provisions of Chapter III of Title VII of this law, when the decision concerns a withdrawal of the approval provided for in Article 24 of this law.

The Central Bank of Tunisia proceeds with the publication of the decision to withdraw approval in the Official Journal of the Tunisian Republic and on its website.

The decision to withdraw approval may be subject to appeal before the administrative court, in accordance with the procedures applicable before this court.

Title IV

Of the governance of banks and financial institutions

Art. 40 - Banks and financial institutions are required to put in place an effective governance system, capable of guaranteeing their sustainability and preserving the interests of depositors, creditors and shareholders. The Central Bank of Tunisia sets the organizational conditions in matters of governance.

Chapter One

Of governance policies

Art. 41 - Banks and financial institutions are required to put in place an internal control system adapted to the nature and size of their activities and which guarantees the effectiveness of operations, the protection of assets and the control of risks within the framework of compliance with the laws and legislation organizing their activities. This system must include in particular:

• a procedural system governing operations and their control in order to guarantee their security,

• an administrative and accounting organization that guarantees the reliability of financial information,

• a system for identifying, monitoring and controlling risks,

• a system for archiving operations and data.

Art. 42 - Without prejudice to the provisions of Organic Law No. 2015-26 of 7 August 2015, relating to the fight against terrorism and the suppression of money laundering, banks and financial institutions are required to adopt rules of good management of the risks of money laundering and terrorist financing, including an internal control system enabling the use of the bank or financial institution for the purposes of illicit financial and economic activities to be avoided.

The Central Bank of Tunisia shall set the conditions for the application of this article.

Art. 43 - Banks and financial institutions are required to adopt a policy aimed at the effective management of conflicts of interest.

The Central Bank of Tunisia shall, to this end, set rules governing operations with persons having links with the bank or financial institution, within the meaning of this law and in particular the limits of financing granted.

The following shall be considered as persons having links with the bank or financial institution:

• any shareholder whose holding exceeds, directly or indirectly, 5% of the capital of the bank or financial institution,

• any spouse, ascendant and descendant of a natural person whose holding exceeds, directly or indirectly, 5% of the capital of the bank or financial institution,

• any company in which the bank or financial institution holds a shareholding in the capital in a proportion such that it leads to controlling it or to influencing its activity in a decisive manner,

• the chairman of the board of directors of a bank or financial institution, the general manager, the members of the board of directors, the deputy general managers, the members of the supervisory board, the members of the management board, the members of the compliance control committee for Islamic banking standards and the statutory auditors as well as the spouses of the aforementioned persons, their ascendants and descendants,

• any company of which one of the persons referred to above is an owner or partner or delegated agent or in which he or she is a director or a member of its board of directors or of its management board or of its supervisory board.

Art. 44 - Banks and financial institutions are required to adopt a remuneration policy for their managers, which is adequate to the fundamental indicators of soundness, solvency and profitability.

Art. 45 - Banks and financial institutions are required to adopt a financial disclosure policy on their activities, their financial indicators as well as their governance and internal control rules.

The Central Bank of Tunisia shall set the rules of financial disclosure.

Chapter II

Rules organizing the governance structures of banks and financial institutions

Art. 46 - Banks and financial institutions managed by a board of directors must separate the function of chairman of the board of directors and the function of general manager.

The general manager and the deputy general manager of a bank or financial institution are prohibited from being members of the board of directors of that bank or financial institution.

By way of exception, a financial institution may, after agreement of the Central Bank of Tunisia issued taking into account the nature of the institution and the volume of its activity, combine the functions of chairman of the board of directors and general manager.

Art. 47 - The board of directors or the supervisory board of a bank or financial institution must include at least two members independent of the shareholders and one member representing the minority shareholders within the meaning of the legislation and regulations relating to the financial market, with regard to institutions listed on the Tunis Stock Exchange.

The term of office of the independent members and of the member representing the minority shareholders may be renewed only once.

A person shall be considered an independent member within the meaning of this law if he or she has no links with said bank or said institution or with its shareholders or its managers of a nature likely to impair the independence of his or her decisions or to involve him or her in a situation of real or potential conflict of interest.

The public within the meaning of the legislation organizing the financial market shall be considered minority shareholders.

The Central Bank of Tunisia shall set the criteria determining the quality of independence.

Art. 48 - The board of directors or the supervisory board shall define the strategy of the bank or financial institution and ensure the monitoring of its execution. It shall ensure the monitoring of all significant changes affecting the activity of the bank or financial institution, in a manner enabling the interests of depositors, shareholders, all stakeholders and, in general, the long-term interests of the bank or financial institution to be preserved.

The board of directors or the supervisory board shall be responsible in particular for:

• controlling the degree of commitment of the management of the bank or financial institution in the implementation of the governance system and evaluating this system periodically as to its adaptation to significant changes occurring at the bank or financial institution, in particular in terms of the size of the activity, the complexity of operations, the evolution of markets and organizational requirements,

• set up, in consultation with the general management or the management board, a risk appetite strategy that takes into account the competitive and regulatory environment as well as the capacity of the bank or financial institution to control risks,

• appoint the general management or the management board,

• close the financial statements and prepare the annual report of the bank or financial institution,

• set up models for measuring the adequacy of own funds in relation to the volume and nature of risks, to liquidity management policies, to the requirements of compliance with the laws and texts organizing the activity and to the internal control system and ensure their implementation,

• appoint the head of the internal audit structure, on the proposal of the general management or the management board.

The board of directors or the supervisory board must provide all the financial, human and logistical resources and the procedures capable of enabling it to carry out its mission effectively.

Art. 49 - The bank or financial institution must create an audit committee emanating from the board of directors or the supervisory board which assists it in setting up an effective internal control system and which shall be responsible in particular:

• for monitoring the proper functioning of internal control, proposing corrective measures and ensuring their implementation,

• for reviewing the main internal control reports and financial information before their transmission to the Central Bank of Tunisia,

• for giving its opinion to the board of directors or the supervisory board on the annual report and the financial statements,

  • for monitoring the activity of the internal control body and, where applicable, the other bodies responsible for control functions and giving its opinion to the board on the appointment of the head of the internal audit body, his promotion as well as his remuneration,

  • for proposing the appointment of the statutory auditor(s) and giving its opinion on the control programs as well as their results.

Art. 50 - The bank or financial institution must create a risk committee emanating from the board of directors or the supervisory board which assists it in particular in setting up a risk management strategy and which shall be responsible in particular:

• for giving its opinion to the board of directors or the supervisory board on the identification, measurement and control of risks,

• for periodically evaluating the risk management policy and its implementation,

• for monitoring the activity of the body responsible for risk management.

Art. 51 - Every bank must create a nomination and remuneration committee emanating from the board of directors or the supervisory board which assists it in particular in the design and monitoring of policies:

• for nomination and remuneration,

• for replacement of senior managers and senior executives and for recruitment,

• for managing situations of conflicts of interest.

Art. 52 – Each of the committees provided for by Articles 49, 50 and 51 of this law must be composed of three members from among the members of the board of directors or the supervisory board.

The audit committee and the risk committee are chaired by an independent member within the meaning of Article 47 of this law.

It is prohibited to hold the position of member in both the audit committee and the risk committee.

Financial institutions may, if the volume of their activity and the nature of their operations justify it and with the agreement of the Central Bank of Tunisia, combine the audit committee and the risk committee into a single committee.

Art. 53 - The bank or financial institution must create within its organizational chart internal audit, risk management and compliance control functions. These functions must be independent of the operating and support bodies.

The secretariat of the audit committee and the risk committee is provided by the internal audit body and the risk management body.

The bank or financial institution must notify, without delay, to the Central Bank of Tunisia, any appointment or any change occurring at the level of the first managers responsible for audit, risk management and compliance control.

Art. 54 - The bank or financial institution authorized in accordance with this law to carry out Islamic banking operations provided for by Chapter One of Title II of this law may create a committee named “Islamic banking standards compliance control committee” attached to the board of directors or the supervisory board and which is responsible in particular:

• for ensuring the compliance of Islamic banking operations with the standards defined in this field,

• for issuing an opinion on the compliance of products, contract models and operational procedures of the activity with Islamic banking standards,

• for examining any question raised by a bank or financial institution relating to Islamic banking operations.

The Islamic banking standards compliance control committee is composed of at least three members of Tunisian nationality, appointed, for a mandate of three years renewable only once, by the general assembly of said bank or said financial institution. These members are chosen taking into account their integrity, their competence and their experience in the field of Islamic banking as well as the absence of situations of conflicts of interest with the bank or financial institution.

It is also prohibited for any member of this committee to sit on more than one Islamic banking standards compliance control committee.

The bank or financial institution is required to notify, without delay, to the Central Bank of Tunisia any appointment of the members of the Islamic banking standards compliance control committee.

The Islamic banking standards compliance control committee may ask the bank or financial institution to provide it with the documents and clarifications it deems necessary to carry out its mission.

The Islamic banking standards compliance control committee prepares an annual report on the results of its activities, which shall be submitted to the board of directors or the supervisory board. A copy of this report is sent to the Central Bank of Tunisia and to the general meeting, at least one month before the date of its holding.

The bank or financial institution is required, after the opinion of the Islamic banking standards compliance control committee, to appoint an Islamic banking operations auditor who shall be responsible for ensuring the compliance of transactions with the opinions and proposals of the committee as approved by the board of directors or the supervisory board. The Islamic banking operations auditor provides the secretariat of said committee.

The members of the Islamic banking standards compliance control committee are bound to respect professional secrecy for the information they have become aware of in the course of their mission and must refrain from using this information, outside the cases permitted by law, for purposes other than those required by the execution of the missions assigned to them, even after losing their status, and this, under penalty of exposing themselves to the sanctions provided for by Article 254 of the Penal Code.

Chapter III

Rules governing the members of governance structures

Art. 55 - The bank or financial institution is required to notify the Central Bank of Tunisia within a period not exceeding seven days of any appointment of the chairman, a member of the board of directors, the supervisory board, the general manager, the deputy general manager and the chairman, or a member of the management board.

The Central Bank of Tunisia may, taking into account the criteria provided for by Article 56 of this law, object to said appointment within one month from the date of its notification. It is required to state the reasons for any objection decision. Upon being informed of the objection decision, the bank or financial institution must suspend the appointment decision.

Art. 56 - In appointing the persons provided for in Article 55 of this law, the bank or financial institution must base its decision, in particular, on the following criteria:

• integrity and reputation,

• scientific qualifications, competence and professional experience as well as their correspondence with the functions entrusted to the person concerned,

• the absence of the prohibitions provided for by Article 60 of this law.

The bank or financial institution must also base its decision on the criteria provided for by Article 47 of this law with regard to the appointment of independent members and the member representing minority shareholders.

Art. 57 - The general manager, the deputy general manager or the member of the management board of a bank or financial institution may not exercise any of these functions in another bank, financial institution, insurance company, stock market intermediation firm, securities portfolio management company or investment company.

No one may simultaneously hold the function of member of a board of directors or supervisory board in two banks.

No one may simultaneously hold the function of member of the board of directors or supervisory board in two financial institutions of the same category, within the meaning of this law.

Art. 58 - The general manager, the deputy general manager or the member of the management board of a bank or financial institution may not exercise the function of manager of an economic enterprise.

Art. 59 - The chairman of the board of directors, the general manager, the chairman of the supervisory board or the chairman of the management board of resident banks and financial institutions must be of Tunisian nationality.

The general manager or the chairman of the management board of a bank or financial institution must have resident status in Tunisia within the meaning of the exchange regulations in force.

The Governor of the Central Bank of Tunisia may, by decision, grant, on an exceptional basis, resident status to the persons referred to in the preceding paragraph, after the opinion of the Minister of Finance.

Art. 60 - No one may direct, administer, manage, control or commit a bank, a financial institution, an agency, or a branch of a bank or financial institution:

• if he has been the subject of a final judgment for forgery, theft, breach of trust, fraud, extortion of funds or property of others, misappropriation committed by a public depositary, corruption or tax evasion, issuing a check without sufficient funds, receiving property obtained through these offenses or an offense against exchange regulations or legislation relating to the fight against money laundering and the financing of terrorism,

• if he has been the subject of a final judgment of bankruptcy,

• if he has been a manager or agent of companies, convicted under the provisions of the Penal Code relating to bankruptcy, if, by virtue of a sanction imposed by the Central Bank of Tunisia or by one of the authorities responsible for the control of the financial market or insurance and reinsurance companies or microfinance institutions, he has been removed from the functions of administration or management of an enterprise subject to the control of the aforementioned authorities,

• if he has been the subject of a sanction of removal in the exercise of a professional activity governed by a legal or regulatory framework,

• if it is established for the Central Bank of Tunisia, its responsibility in the mismanagement of a bank or financial institution having caused difficulties that made it necessary to subject the bank or financial institution to a resolution plan or to liquidation.

Art. 61 - The members of the board of directors, the supervisory board, the management board or the general management of a bank or financial institution, their agents, controllers and employees are bound to respect professional secrecy for the information they have become aware of in the course of the exercise of their duties and not to use this information, outside the cases permitted by law, for purposes other than those required by the execution of the duties entrusted to them, even after the loss of their positions, and this, under penalty of the sanctions provided for by Article 254 of the penal code.

Art. 62 - Is subject to the prior authorization of the board of directors or the supervisory board and to the approval of the general meeting of shareholders, any agreement concluded between the bank or financial institution and the persons having links with them within the meaning of Article 43 of this law.

The interested party is required to inform the board of directors or the supervisory board of the said agreements.

The bank or financial institution is required to inform the Central Bank of Tunisia of any agreement subject to the above-mentioned provisions.

The interested party may not participate in the vote concerning the authorization provided for in the first paragraph of this article.

The chairman of the board of directors or the chairman of the supervisory board must submit these agreements to the general meeting of shareholders for approval on the basis of a special report prepared by the statutory auditor or auditors.

The interested party may not participate in the vote and his shares are not taken into account for the calculation of the quorum and the majority.

Agreements not approved by the general meeting remain applicable, however the prejudicial effects shall be attributable, in case of fraud, to the person party to the contract or to the board of directors or the supervisory board, if it has been established that they had knowledge thereof.

The provisions of this article do not apply to agreements relating to current operations concluded under normal conditions between the bank or financial institution and its clients. However the chairman of the board of directors, the chairman of the supervisory board, the general manager, the chairman of the management board, the members of the board of directors, the members of the supervisory board, the members of the management board and the deputy general managers, must inform the board of directors or the supervisory board and the Central Bank of Tunisia of any agreement concluded with the bank or financial institution that falls within the framework of current operations.

The Central Bank of Tunisia may request the bank or financial institution, in the case where the agreements have been concluded under abnormal conditions, to revise them in accordance with normal conditions. Failing that, the party or parties having approved these agreements bear the reparation of the prejudice caused to the bank or financial institution.

Title V

On the supervision of banks and financial institutions

Chapter One

On prudential supervision

Art. 63 - The Central Bank of Tunisia ensures the supervision of banks and financial institutions authorized under this law and works to ensure that they exercise their activity in accordance with its provisions and its implementing texts in order to preserve their financial soundness, and to protect their depositors and the users of their services.

Art. 64 - The Central Bank of Tunisia exercises an off-site and on-site supervision which aims in particular to ensure:

• the effectiveness of the governance system and its concordance with the rules provided for by this law and its implementing texts,

• the soundness of the financial situation and in particular the solvency as well as the capacity to control risks, in particular liquidity risks, and to generate a profitability that guarantees the sustainability of the bank or financial institution, the effectiveness of the risk management system on the level of governance, rules and risk management tools,

• the existence of policies and work procedures guaranteeing the proper conduct of operations and their conformity with the laws and implementing texts in force,

• the good performance of the internal control structures and the security of information systems and their ability to respond to the needs of the activity and the requirements of the supervision of the Central Bank of Tunisia.

The supervision of the Central Bank of Tunisia may concern the registered office of the bank or financial institution, their branches, their agencies and their subsidiaries.

The Central Bank of Tunisia may, where appropriate, call upon specialized experts to assist it in the examination and inspection of certain areas of activity of the bank or financial institution.

The experts designated under the preceding paragraph are bound to respect professional secrecy for the information they have become aware of in the course of the exercise of their duties and not to use this information, outside the cases permitted by law, for purposes other than those required by the execution of the duties assigned to them, even after the loss of their positions, and this, under penalty of the sanctions provided for by Article 254 of the penal code.

Art. 65 - Banks and financial institutions must provide the agents of the Central Bank of Tunisia responsible for supervision with all documents and information they request in the context of the exercise of their duties.

The agents of the Central Bank of Tunisia responsible for supervision may summon and hear any persons who can provide them with information related to their missions. Professional secrecy is not enforceable against the Central Bank of Tunisia or its agents responsible for supervision.

The agents responsible for supervision by virtue of their functions are required to respect professional secrecy regarding information they have become aware of in the exercise of their missions and not to use this information, outside the cases permitted by law, for purposes other than those required by the execution of the missions assigned to them, even after the loss of their positions, and this, under penalty of the sanctions provided for in Article 254 of the Penal Code.

The agents of the Central Bank of Tunisia responsible for supervision incur no civil liability due to the exercise of their supervision missions, except in case of fraud or gross negligence.

Art. 66 - The Central Bank of Tunisia establishes, inspired by the international standards in force, the quantitative and qualitative rules to guarantee sound and prudent management of the bank or financial institution.

These rules relate, in particular, to:

• the adequacy, composition and use of own funds,

• the classification and valuation of assets and the constitution of provisions to cover probable losses, the reservation of interest and commissions and the method of taking guarantees into account,

• the rules for valuation, weighting and coverage of risks, including credit, liquidity, market and operational risks,

• the distribution and concentration of risks,

• the rules of governance and internal control, including those relating to money laundering and terrorist financing risks.

The Central Bank of Tunisia may establish prudential standards relating to Islamic banking operations.

The Central Bank of Tunisia sets the modalities and areas of application of prudential standards on an individual basis and on a consolidated basis.

Art. 67 - On-site supervision is carried out on the basis of a mission order issued by the Governor of the Central Bank of Tunisia or his representative, obligatorily indicating the names of the agents responsible for the mission and the control work to be carried out as well as the deadlines for their completion.

When exercising their missions, the agents responsible for on-site supervision must prove their identities and their positions by presenting the documents of their authorization and their professional cards.

The Central Bank of Tunisia sets by circular the specifications of the mission order and the professional card.

Art. 68 – In the case where the financial situation of the bank or financial institution so requires, the Central Bank of Tunisia may, by a reasoned decision, require it:

• the constitution of provisions to cover risks,

• the limitation or prohibition of any distribution of dividends,

• the increase of own funds,

• organizational and administrative restructuring, capable of guaranteeing the effectiveness of risk management, the change of any member of the general management, the board of directors, the supervisory board, the management board or the heads of control functions.

The Central Bank of Tunisia may also subject the bank or financial institution to a specific external audit, which will be at their expense.

Art. 69 - When the nature and weight of the risks justify it, the Central Bank of Tunisia may subject a bank or financial institution to prudential management standards more restrictive than the regulatory prudential standards.

The Central Bank of Tunisia may apply to banks or financial institutions of systemic importance specific prudential standards, particularly at the level of minimum own funds requirements, and subject them to specific supervision.

Is considered of systemic importance within the meaning of this law any bank or financial institution whose effects of its difficulties, failure or liquidation may extend to other institutions of the financial sector in such a way as to threaten financial stability.

The systemic importance of a bank or financial institution is determined taking into account in particular, the volume and level of complexity of the activity, the level of interdependence with other institutions of the financial sector and the absence of substitutes for the services provided by the bank or financial institution.

The Central Bank of Tunisia sets the conditions of application of this article, particularly with regard to the definition of rules and indicators specific to banks and financial institutions of systemic importance. The Central Bank of Tunisia may, in view of these indicators, publish a list of banks and financial institutions of systemic importance.

Art. 70 - Banks and financial institutions authorized within the framework of this law must:

• keep accounting in accordance with the legislation relating to corporate accounting,

• close their accounting year on 31 December of each year and submit, for approval, within a period of four months following the closing of the past accounting year, the financial statements to the general meeting of shareholders and publish them in two daily newspapers, one of which is in the Arabic language.

Art. 71 - Any bank or financial institution authorized in accordance with this law must provide the Central Bank of Tunisia:

• data on an individual basis and on a consolidated basis relating to its accounting and financial situation as well as its prudential risk management during the year, according to a frequency and in accordance with the models established for this purpose by the Central Bank of Tunisia,

• all documents, information, clarifications and justifications necessary for the study of the soundness of its situation and to ensure that it complies with the prudential standards on an individual basis and on a consolidated basis as provided for by this law and its implementing texts.

Art. 72 - The preliminary report of the on-site supervision results is communicated to the bank or financial institution which is required to present its observations on the report within a period not exceeding fifteen days from the date of its notification.

The final report, the decisions and recommendations of the Central Bank of Tunisia for this purpose are communicated, as the case may be, to the general manager or the chairman of the management board of the bank or financial institution who are required to submit them to the board of directors or the supervisory board.

Art. 73 - Banks and financial institutions authorized under this law are subject to the payment of an annual amount which will be allocated to the development of banking supervision exercised by the Central Bank of Tunisia.

The Central Bank of Tunisia sets the rate and the payment procedures for this amount.

The annual amount is deposited by the banks and financial institutions in a special account opened on the books of the Central Bank of Tunisia. The board of directors of the Central Bank of Tunisia defines its uses.

Chapter II

Prudential standards

Art. 74 - Any bank or financial institution having its registered office in Tunisia and any bank or financial institution having its registered office abroad for its branches in Tunisia must justify at all times that their assets exceed the liabilities owed to third parties by an amount at least equal, as the case may be, to the minimum capital or the minimum endowment provided for by Article 189 of this law.

Art. 75 - The bank or financial institution may not allocate more than 15% of its own funds to a direct or indirect participation in the capital of the same enterprise.

The total of direct and indirect participations must not exceed 60% of the own funds of the bank or financial institution.

The bank or financial institution may not hold directly or indirectly more than 20% of the voting rights or of the capital of the same enterprise. However, the bank or financial institution may, on a temporary basis, exceed this percentage when the participation is made with a view to enabling the recovery of its claims.

The bank or financial institution may take direct or indirect participations in the capital of enterprises operating in the field of banking services and stock exchange intermediation services, insurance, debt recovery and venture capital investment, without taking into account the percentages provided for in the second and third paragraphs of this article.

The provisions of the third paragraph of this article are not applicable to participations in the subsidiaries of a bank or financial institution with a view to assisting it exclusively on the logistical level.

The provisions of this article are not applicable to financings in the form of participation or "Moucharaka", on the condition of stipulating in the contract a commitment of retrocession within a period not exceeding five years.

Own funds are calculated in accordance with the standards established for this purpose by the Central Bank of Tunisia.

Art. 76 - Any bank authorized to carry out Islamic banking operations under this law must:

• keep the accounts of its clients in a manner allowing the separation between investment deposit accounts and other categories of deposit,

• periodically inform its clients holding investment deposit accounts of the nature of the investment and placement operations that it carries out for this purpose, the share of their direct or indirect participation as well as the modalities of profit sharing and contribution to losses.

Art. 77 - Non-resident banks may receive deposits from residents in dinars whatever their duration and form, provided that these deposits do not exceed its long-term credits granted in foreign currency to residents and the subscribed amount of its participations in foreign currency, in the capital of resident enterprises, with the exception of participations in the capital of banks and financial institutions within the meaning of this law.

Funds originating from the following must also be taken into consideration, within the above-mentioned limits:

• the proceeds of subscriptions in the capital of companies,

• payments made in anticipation of the settlement of maturities of financings granted by this bank,

• payments made in anticipation of the settlement of foreign trade operations.

Art. 78 - Any non-resident bank must be able, at all times, to mobilize sufficient resources in foreign currency to meet depositors' withdrawal requests.

In no case may the non-resident bank resort to refinancing or other facilities from the Central Bank of Tunisia, which may take any measure likely to guarantee the protection of depositors.

Art. 79 - Non-resident banks or financial institutions may:

• participate with their own funds in foreign currency, in the capital of resident enterprises in accordance with Article 75 of this law,

• grant, with their resources in foreign currency, to resident enterprises, medium and long-term financings,

• financing, from their foreign currency resources, import and export transactions carried out by residents,

• granting, from their dinar resources, financing to residents, with the exception of consumer and housing financing.

Art. 80 - Any of the following shall be subject to specifications drawn up by the Central Bank of Tunisia:

• the opening or closing of a branch or periodic office in Tunisia by a bank or a financial institution,

• the marketing, by a bank or a financial institution, of services and products via communication technology channels.

Any bank or financial institution intending to establish itself abroad in the form of a subsidiary, branch or representative office must obtain the prior authorization of the Governor of the Central Bank of Tunisia. The authorization shall be granted within one month from the date of submission of a file containing all the information and documents requested for that purpose.

The bank or financial institution shall be required to inform the Central Bank of Tunisia in advance of any operation to close a representative office, branch or subsidiary established abroad, as well as of any transfer of shares of that subsidiary.

The Central Bank of Tunisia shall lay down the conditions for the application of this article.

Art. 81 - Banks or financial institutions may have recourse to the outsourcing of certain operations related to their activity, with the exception of the banking operations provided for in Title II of this law.

For the purposes of this law, an outsourcing operation shall mean any agreement under which one or more persons undertake to carry out, on behalf of a bank or a financial institution, all or certain of the operations related to their activity.

Banks and financial institutions that have recourse to outsourcing must conclude a written agreement with the counterparty, which clearly sets out the operations to be outsourced, the obligations of both parties and, in particular, the assurance that the provisions relating to outsourcing do not prevent the Central Bank of Tunisia from carrying out supervision of the outsourced operations.

Prior to the signing of any outsourcing contract, banks and financial institutions must inform the Central Bank of Tunisia thereof. The silence of the Central Bank of Tunisia for one month from the date of notification shall constitute acceptance.

Without prejudice to the provisions of Organic Law No. 2004-63 of 27 July 2004, on the protection of personal data, the Central Bank of Tunisia shall lay down the obligations and conditions to be complied with by banks or financial institutions in the event of recourse to outsourcing.

Art. 82 - Banks and financial institutions must put in place policies and measures aimed at enshrining the rules of security and transparency of operations, capable of strengthening the management of operational and reputational risks and of preserving the interests of customers.

These policies and measures shall include, in particular, the methods of carrying out banking operations for the benefit of customers, of communicating the information relating thereto, of notifying pricing levels, as well as of processing their requests.

The Central Bank of Tunisia shall lay down the conditions for the application of this article.

Art. 83 - Banks must offer basic banking services, the list and conditions of which shall be laid down by government decree.

Banks must subject the management of deposit accounts of natural and legal persons for non-professional needs to a written agreement between the bank and the customer, which includes the general conditions for opening, operating and closing the account and the special conditions relating to the products, services and means of payment to which the account gives rise, as well as the list and amount of applicable commissions.

The Central Bank of Tunisia shall lay down the minimum general and special conditions of the agreement.

Art. 84 - Prior to the marketing of any financial product or service or the institution of any new commission, banks and financial institutions must inform the Central Bank of Tunisia thereof.

The Central Bank of Tunisia may, during ten working days from the date of communication of all the required information, object, by reasoned decision, to the marketing of the financial product or service or to the institution of the new commission.

The silence of the Central Bank of Tunisia after the expiry of the said period shall constitute acceptance.

Banks and financial institutions shall also be required to inform the Central Bank of Tunisia in advance of any modification of the levels of remuneration and pricing that they intend to introduce to their banking conditions.

Banks and financial institutions shall be prohibited from granting or levying credit or debit interest or commissions that have not been the subject of a declaration or that exceed the limits fixed or communicated in accordance with the legal and regulatory provisions in force.

The Central Bank of Tunisia shall lay down the conditions for the application of this article.

Chapter III

Of the supplementary supervision of banks and financial institutions belonging to financial conglomerates

Art. 85 - Without prejudice to the sectoral legal provisions governing the supervision of institutions operating in the financial sector, banks and financial institutions belonging to a financial conglomerate shall be subject to supplementary supervision exercised by the Central Bank of Tunisia at the level of the conglomerate, in accordance with the rules laid down by this chapter and its implementing texts.

The supplementary supervision exercised by the Central Bank of Tunisia does not prejudge the supervision conducted on an individual or consolidated basis by the other supervisory authorities.

Art. 86 - A financial conglomerate within the meaning of this law is considered to be any group that satisfies all of the following conditions:

• the group comprises at least two undertakings, among those composing it, operating in the financial sector, one of which is either a bank or a financial institution and the other is authorized, under the law relating to the financial market or the insurance code or the regulations relating to micro-finance institutions, the undertakings referred to in the first indent of this article have capital links or direct financial links, such that the financial difficulties of one may impact the other,

• the group has as its parent company a holding company or an institution authorized under this law, the law relating to the financial market, the insurance code or the legislation relating to micro-finance institutions, and,

• the group's assets related to financial activity must represent a share exceeding 50% of its total assets, said share being required to be attributable, at least half, to a bank or a financial institution within the meaning of this law.

Art. 87 - When the Central Bank of Tunisia finds that a group constitutes a financial conglomerate within the meaning of Article 86 of this law, it shall notify the parent company of the group, the bank or financial institution belonging thereto as well as the supervisory authorities of the financial companies belonging to said group, that the group will be subject to supplementary supervision, in accordance with the provisions of this chapter.

Art. 88 - The supplementary supervision of a financial conglomerate by the Central Bank of Tunisia includes the assessment of the financial situation of the conglomerate, covering in particular:

• the adequacy of the conglomerate's own funds to its risks,

• the concentration and distribution of risks of the conglomerate's activity and of financial transactions between member companies,

• the governance rules and the internal control system of the conglomerate.

The Central Bank of Tunisia shall set the conditions for the application of this article.

Art. 89 - The Central Bank of Tunisia shall exercise over the financial conglomerate, in coordination with the competent supervisory authorities, supplementary supervision on the basis of documents or on-site. To this end, bilateral cooperation agreements regulating the modalities of coordination, exchange of information, conduct of supervision and implementation of corrective procedures shall be concluded between the Central Bank of Tunisia and the other regulatory authorities of the financial sector.

Art. 90 - The regulatory authorities responsible for the supervision of the financial market, insurance undertakings and micro-finance institutions must communicate to the Central Bank of Tunisia information relating to the following areas:

• the ownership structure of the companies belonging to the financial conglomerate and their business strategies,

• the main shareholders of the companies belonging to the conglomerate as well as their managers,

• the financial situation of the companies of the conglomerate, in particular with regard to the adequacy of own funds, intra-group transactions, the concentration and division of risks as well as profitability and liquidity,

• the internal control and risk management systems at the level of the companies of the conglomerate,

• the difficulties encountered by the companies of the conglomerate and giving rise to a significant impact on its situation,

• the sanctions, fines and exceptional measures taken against a company subject to the control of an authority referred to in the first paragraph of this article.

Art. 91 - If the Central Bank of Tunisia finds, in the course of exercising supplementary supervision, irregularities likely to threaten the financial soundness of the conglomerate, it must invite the parent company having the status of a bank or financial institution or holding company to restore the situation of the companies of the conglomerate.

The Central Bank of Tunisia must notify the supervisory authorities concerned of these irregularities if the parent company is subject to their control.

Title VI

On the external audit of banks and financial institutions

Art. 92 - The annual accounts of banks and financial institutions making a public offering within the meaning of Law No. 94-117, on the reorganization of the financial market, are subject to certification by two statutory auditors registered on the roll of the Order of Chartered Accountants of Tunisia.

The annual accounts of financial institutions not making a public offering are subject to certification by a statutory auditor registered with the Order of Chartered Accountants of Tunisia.

The statutory auditors, natural or legal persons, are appointed for a period of three years renewable only once.

Art. 93 - At the end of the two terms mentioned in Article 92 of this law, the statutory auditor of a bank or financial institution may not be reappointed until after the expiration of a period of not less than three years from the date of the end of their missions.

The same statutory auditor, natural or legal person, may not be invested at the same time with mandates, in that capacity, in more than two banks and two financial institutions.

Art. 94 - At least one month before approval by the general meeting, banks and financial institutions must inform the Central Bank of Tunisia of the identity of the statutory auditor(s) they intend to appoint, in accordance with the regulatory conditions set, for this purpose, by the Central Bank of Tunisia.

The silence of the Central Bank of Tunisia after the expiry of a period of one month from the date of notification of the appointment constitutes acceptance.

In the event of opposition, the decision of the Central Bank of Tunisia must be reasoned.

Art. 95 - The statutory auditor is appointed taking into account:

• his integrity, his reputation and the absence of legal prohibitions provided for by this law and by the code of commercial companies,

• his independence and the absence of a conflict of interest with the bank or the financial institution,

• technical qualifications, expertise and professional experience.

Art. 96 - Notwithstanding their legal obligations, the statutory auditors of banks and financial institutions are required:

• to comply with the specific due diligence for the audit of the accounts of banks and financial institutions, in accordance with the conditions and procedures set by the Central Bank of Tunisia and to send it, within a period of one month before the holding of the general meeting of shareholders, a special report concerning the control they have carried out.

• to immediately report to the Central Bank of Tunisia, by means of a report drawn up for this purpose, any fact likely to jeopardize the interests of the institution or of the depositors and any fact likely to lead to the submission of the bank or the financial institution to a recovery plan or a resolution plan, as provided for by the provisions of Title VII of this law or any fact likely to lead to issuing a reservation or refusing the certification of the financial statements or any obstacle to the exercise of its control under normal conditions.

Art. 97 - The Central Bank of Tunisia may ask the statutory auditor or auditors to provide it with all clarifications and explanations on the results of the control work as well as on its opinion recorded in the report.

The Central Bank of Tunisia may, once a year, instruct one or more statutory auditors to carry out, at the expense of the bank or the financial institution, any additional assignment falling within the framework of external audit assignments.

Art. 98 - Any statutory auditor intending to resign from his function as statutory auditor of a bank or a financial institution must first notify the Central Bank of Tunisia, informing it of all the causes of his decision.

In the aforementioned case as well as in the case of revocation of the statutory auditor by the bank or the financial institution, without replacement at the end of two months, the Central Bank of Tunisia may refer the matter to the judge of urgent applications in order to appoint, at the expense of the bank or the financial institution and in accordance with the procedures provided for in Article 261 of the code of commercial companies, a statutory auditor.

Title VII

On the treatment of the situation of banks and financial institutions in difficulty

Art. 99 - The provisions of ordinary law relating to the treatment of difficulties and recovery do not apply to banks and financial institutions authorized under this law.

Chapter One

On recovery measures for banks and financial institutions

Art. 100 - When the Central Bank of Tunisia finds that:

• the financial situation of a bank or a financial institution suggests the possibility of non-compliance with prudential standards,

• the management methods of the bank or the financial institution may jeopardize the effectiveness of its financial management and impact their financial balances in terms of solvency, liquidity and profitability,

• it may enjoin the bank or the financial institution to take the necessary measures or to put in place an action plan, in accordance with the conditions it sets, and which includes in particular the policies for managing and covering risks, particularly with regard to capital adequacy, the constitution of provisions, the distribution of dividends and the governance and internal control system.

Art. 101 - The bank or the financial institution referred to in Article 100 of this law must submit to the Governor of the Central Bank of Tunisia, within a period of one month from the date of its notification, the measures or the action plan with an indication of the timetable for their implementation in accordance with the required conditions.

Art. 102 - When the Central Bank of Tunisia finds that:

• the bank or the financial institution has not complied with its injunction in accordance with the provisions of Articles 100 and 101 of this law, or

• the bank or the financial institution has not committed to the execution of the measures or procedures provided for in the action plan provided for in Article 101 of this law and in accordance with the required conditions, or

• the governance or internal control system is tainted by substantial failures that could compromise the effectiveness of the financial management of the bank or the financial institution and impact its financial balances, or,

• the financial situation of the bank or the financial institution begins to deteriorate in terms of non-compliance with prudential standards, particularly those relating to liquidity and solvency.

It may, after hearing the bank or the financial institution concerned and drawing up a report to that effect, initiate the submission of that institution to a recovery plan whose guidelines it sets, with a view to addressing the deficiencies and restoring its financial balance.

The Central Bank of Tunisia may, to that end, send to the board of directors, the supervisory board or the shareholders an injunction to take one or all of the following measures, according to the requirements of the situation of the bank or the financial institution:

• revise its intervention policy or establish limits on risk exposure and asset and liability management,

• limit or prohibit the distribution of dividends and the remuneration of shareholders or holders of any other equity instrument,

• constitute additional provisions or reserves or increase capital or mobilize additional own funds,

• suspend fully or partially, for a period it determines, the direct and indirect activities that are the source of its financial imbalance,

• review its administrative organization so as to guarantee effectiveness in risk management,

• limit the levels of bonuses granted to managers in relation to the nature of the risks to which the bank or financial institution is exposed,

• replace one or all of the members of the general management or the board of directors or the supervisory board or the management board or the heads of control functions,

• convene a general meeting of shareholders whose agenda is set by the Central Bank of Tunisia,

The Governor of the Central Bank of Tunisia may, if he notes one of the situations mentioned above, invite the reference shareholder and the main shareholders of the bank or financial institution to provide it with the support it needs.

Is considered a reference shareholder, any shareholder or any shareholders' agreement, by virtue of an express agreement, which holds directly or indirectly a share of the capital of the bank or financial institution conferring on it the majority of voting rights or enabling it to control it.

Is considered a main shareholder, any shareholder who holds a share equal to or greater than ten percent of the capital.

Art. 103 - The Central Bank of Tunisia may, where appropriate and after hearing the bank or financial institution concerned and establishing a report on the matter, take a decision appointing a provisional administrator either:

• at the request of the general management or the management board or half of the members of the board of directors or the supervisory board if they note the existence of obstacles preventing them from normally exercising their functions or anything likely to compromise the sustainability of the bank or financial institution, or

• if the bank or financial institution has not complied with the decision relating to the change of the general manager or the chairman of the management board or one or more members of the board of directors or the supervisory board, or

• if the Central Bank of Tunisia notes the existence of impediments that hinder the normal functioning of the governance structures likely to compromise the sustainability of the bank or financial institution, or

• when it is established that there are obstacles preventing the implementation of the recovery plan imposed on the bank or financial institution.

Art. 104 - The provisional administrator is appointed for a period that may reach one year, renewable only once, on the basis of criteria of integrity, academic competence and professional experience in the banking or financial field and independence from the bank or financial institution concerned. He must not:

• have links with the bank or financial institution concerned, within the meaning of Article 43 of this law, be one of the employees of the bank or financial institution concerned or one of its creditors,

• be subject to the prohibitions provided for by this law or by the commercial companies code.

Art. 105 - The decision appointing the provisional administrator provided for in Article 104 transfers to him, by the Central Bank of Tunisia, the powers necessary for the management and administration of the bank or financial institution concerned as well as its representation before third parties, without this resulting in suspension of the work of the ordinary general meeting and the extraordinary general meeting.

The provisional administrator may, after agreement of the Central Bank of Tunisia, request in court the suspension of the work of the general meeting, if he notes that obstacles originating from the shareholders prevent him from implementing the recovery plan referred to in Article 102 of this law. The action for suspension is presented to the court in whose jurisdiction the registered office of the bank or financial institution is located, which rules on the request according to the procedures relating to summary proceedings.

Art. 106 - The decision appointing the provisional administrator sets the nature of the mission and its duration as well as the obligations to which he is bound towards the Central Bank of Tunisia and in particular the periodic communication of reports relating to the progress of his work.

The appointment decision also determines the remuneration of the provisional administrator, which will be borne by the bank or financial institution concerned.

Art. 107 - When he is appointed in accordance with the first, second and third indents of Article 103 of this law, the provisional administrator is responsible for the day-to-day management of the bank or financial institution.

When he is appointed in accordance with the fourth indent of Article 103 of this law and in addition to the prerogatives with which he is invested for the management of the bank or financial institution, he works for the implementation of the recovery program.

In all cases, it may not undertake actions likely to modify the policies of the bank or financial institution or its equilibria, nor proceed with the acquisition or disposal of immovable property and equity or investment securities not included in the recovery plan, without having obtained the prior authorization of the Central Bank of Tunisia.

Irrespective of the obligations incumbent upon it under the appointment decision, the provisional administrator must present to the Central Bank of Tunisia at least once every three months a report on the operations it has carried out as well as on the evolution of the financial situation of the bank or financial institution concerned.

It must present to the Central Bank of Tunisia, in the event that the difficulties of the bank or financial institution persist, a report specifying the nature, cause and extent of these difficulties as well as the measures likely to restore the equilibria of the bank or financial institution.

The provisional administrator is bound to respect professional secrecy for the information of which it has become aware in the course of exercising its mission and must refrain from using this information, outside the cases permitted by law, for purposes other than those required by the execution of the missions assigned to it, even after loss of its capacity, and this, under penalty of exposing itself to the sanctions provided for by article 254 of the penal code.

Art. 108 - The provisional administrator must immediately report to the Central Bank of Tunisia any fact likely to jeopardize the interests of the bank or financial institution or the interests of depositors.

If the situation of the bank or financial institution justifies it or in the absence of recovery provided for by the provisions of this chapter or if the provisional administrator notes any fact indicating the possibility of cessation of payments, it must inform, without delay, the Central Bank of Tunisia by means of a report on this subject, and may propose the opening of the resolution or liquidation procedure in accordance with the provisions of this law.

Chapter II

Of the resolution mechanism for banks and financial institutions in a compromised situation

Art. 109 - This chapter aims to establish a resolution mechanism for banks and financial institutions in a compromised situation within the meaning of article 110 of this law, making it possible to relaunch, if possible, their activity under normal conditions, capable of:

• preserving financial stability,

• ensuring the continuity of the provision of banking services of systemic importance,

• ensuring the continuity of the operation of payment, clearing and settlement systems, avoiding, as far as possible, making the public treasury bear the cost of the resolution,

• protecting the assets and holdings of the clientele of banks and financial institutions, in particular guaranteed deposits.

Art. 110 - Is considered to be in a compromised situation any bank or financial institution having difficulties likely to jeopardize its sustainability and expose the rights of depositors and other creditors to a risk of loss and in particular when:

• the recovery measures decided in the first chapter of this title cannot be implemented or are not sufficient to restore the financial equilibria of the bank or financial institution, or

• it is no longer possible to resort to the shareholders of the bank or financial institution to provide the necessary support for its rescue, including the breakdown of communication with said shareholders, or

• the financial situation of the bank or financial institution has deteriorated, in particular with regard to solvency and liquidity standards below the minimum required levels so as to affect its ability to honor its commitments immediately or in the short term, or,

• the solvency ratio is reduced below 50% of the regulatory base own funds ratio defined by the Central Bank of Tunisia.

Art. 111 - The opening of resolution procedures for banks and financial institutions in a compromised situation by the resolution commission provided for in article 113 of this law is carried out on the basis of a report by the Central Bank of Tunisia noting the compromised situation of the bank or financial institution concerned within the meaning of article 110 of this law. The resolution commission shall rule on the request within a period not exceeding one month, which may, where appropriate, be extended by fifteen days from the date of receipt of the report of the Central Bank of Tunisia.

When the resolution commission decides to open the resolution procedures, it must subject the bank or financial institution to a resolution plan and ensure its implementation.

Art. 112 - The resolution commission may open the resolution procedures for banks and financial institutions in a compromised situation on the basis of a report by the Central Bank of Tunisia noting:

• one of the compromised situations provided for in article 110 of this law, or

• that the bank or financial institution has no longer carried out for six months the operations referred to in article 4 of this law, with the exception for banks of operations relating to deposits and means of payment, or

• that the bank or financial institution has not respected the conditions on the basis of which the approval is granted, or

• that the bank or financial institution has requested the opening of resolution procedures or the withdrawal of approval, or

• that two thirds of the shareholders of the bank or financial institution have requested liquidation of the bank or financial institution.

The requests provided for in the last two indents of this article are addressed to the Central Bank of Tunisia, which shall submit to the resolution commission, within a period of two months from the date of receipt of said request, a report drawn up for this purpose.

Art. 113 - The resolution commission shall be composed of:

• the Governor of the Central Bank of Tunisia or, where applicable, his deputy, as Chairman

• a judge of the third grade: member,

• a representative of the ministry in charge of finance having the rank of Director General: member,

• the Director General of the bank deposit guarantee fund provided for by Title Eight of this law: member,

• the Chairman of the Financial Market Council: member.

The members provided for in the 2nd and 3rd indents shall be appointed, by government decree, for a term of three years renewable only once, the first on the proposal of the Higher Council of the Judiciary, and the second on the proposal of the ministry in charge of finance. The Chairman or his deputy shall represent the commission before third parties.

The internal rules of procedure of the resolution commission shall be set by government decree on the proposal of the Central Bank of Tunisia.

Art. 114 - The secretariat of the resolution commission shall be provided by the structure responsible within the Central Bank of Tunisia for handling the situations of banks and financial institutions in a compromised situation. The secretariat of the commission shall be responsible in particular for the following missions:

• proposing the resolution plan and the procedures related thereto and submitting them to the commission,

• the operational and permanent monitoring of the work of the resolution delegate referred to in Article 125 of this law, the preparation of reports, correspondence and information necessary for the work of the commission,

• keeping the files of the commission and the minutes of its meetings.

Art. 115 - The resolution commission may take separately or concurrently, one of the following measures, as required by the situation of the bank or financial institution:

• revise the intervention policy of the bank or financial institution or establish fixed caps in terms of risk exposure and management of assets and liabilities,

• limit or refrain from distributing dividends, or remunerating shareholders or holders of any other equity instrument,

• constitute additional provisions or reserves or increase capital or mobilize additional own funds,

• suspend in whole or in part, for a period it determines, direct or indirect activities that are the cause of the disruption of its financial equilibrium,

• review its organizational and administrative structure so as to guarantee the effectiveness of risk management,

• limit the level of bonuses paid to managers, in relation to the nature of the risks to which the bank or financial institution is exposed,

• suspend the rights of shareholders,

• proceed with the reduction of the capital of the bank or financial institution to absorb accumulated losses by adopting an order imputing these losses to:

  • the rights of shareholders, including shares, voting right certificates and investment certificates,

  • subordinated bonds, provided that it is stipulated at the time of their issuance that they bear losses in the event of continuation of the activity of the issuing institution,

  • equity securities and other debt securities or equivalent securities, provided that it is stipulated, at the time of their issuance, that they will be payable, in the event of liquidation of the issuing institution, only after payment of priority claims and unsecured claims,

  • non-restrictive investment deposits, provided that it is mentioned in the admission contract that they bear losses,

  • debt securities convertible into shares.

The imputation of the claims referred to in the second and third indents of paragraph eight of this article in order to absorb losses shall be carried out equally among creditors of the same rank and proportionally to their share in these claims.

• convert, in whole or in part, the debts of the bank or financial institution into shares or any other capital security, with the exception of:

  • claims arising from an employment relationship and claims and the supply of goods or services,

  • customer deposits, with the exception of deposits of shareholders each holding more than 10% of the capital of the bank,

  • non-subordinated bond claims and other claims encumbered with security up to the value of such security.

• increase the own funds of the bank or financial institution after consultation with the Financial Market Council, without there being any need, where applicable, to comply with the provisions of the Commercial Companies Code and the legal and regulatory provisions governing the financial market and the rules provided for by the articles of association of the bank or financial institution,

• suspend partially or totally the obligations arising from any ongoing contract and all acts of execution of judgments rendered against the bank or financial institution in a compromised situation in favor of creditors and whose realization may aggravate the situation of the bank or financial institution and hinder the possibility of its rescue, with the exception of operations necessary for the proper functioning of the payment, clearing and settlement system,

• transfer, in whole or in part, the assets, business agencies and liabilities of the bank or financial institution, and generally the transfer to third parties of the rights and obligations of the institution concerned. This transfer takes effect from the date set by the commission, without any need to observe any legal or regulatory formality, and transfers to the transferee all rights attached to the transferred assets, including real and personal security,

• transfer to third parties, in whole or in part, the shares of the bank or financial institution in a compromised situation,

• carry out the split or merger of the bank or financial institution in a compromised situation with another bank or another financial institution.

Art. 116 - The resolution commission may, within the framework of the resolution plan, create on a temporary basis and for a determined period renewable, where applicable, only once, a bridge institution to which are transferred, in whole or in part, the shares of the bank or financial institution in a compromised situation, its assets, its liabilities or its business lines and generally, its rights and obligations, provided that this transfer is made in accordance with the conditions set by the resolution commission.

The bridge institution carries out its mission under the control of the resolution commission according to the modalities that it determines for this purpose.

Art. 117 - The bridge institution is created in the form of a commercial company.

In the case where the bridge institution is created in the form of a public enterprise, it is not subject to the provisions of Law No. 89-9 of 1 February 1989, relating to participations, public enterprises and establishments as amended and supplemented by subsequent texts. The agents of the bridge institution are not subject to the provisions of Law No. 85-78 of 5 August 1985, laying down the general status of offices, public establishments of an industrial and commercial nature and companies whose capital is held directly and entirely by the State or local public authorities.

The resolution commission approves the statutes of the bridge institution, its management bodies, its operating rules and the remuneration of its managers.

The bridge institution loses its status as soon as the resolution commission notes one of the following situations:

• the merger between the bridge institution and another enterprise,

• the transfer to third parties of all or the majority of the assets, liabilities, rights and commitments previously transferred to it,

• the expiration of the period set by the resolution commission.

In the case where the activities of the bridge institution are terminated in accordance with paragraphs 2 and 3 of the preceding subparagraph of this article, it is liquidated in accordance with the liquidation procedures provided for in Chapter III of Title VII of this law.

Art. 118 - The bridge institution is exempt from the obligation to obtain the necessary approvals for the exercise of its activity and from the obligation to comply with the management rules in force applicable to the institutions to which it belongs, as well as those contrary to the rules of its operation stipulated in its statutes.

The bridge institution as well as its managers cannot be held civilly liable for acts and facts inherent in the exercise of their missions, except in case of fraud or gross negligence.

Art. 119 - The resolution commission works to ensure respect, within the framework of the process of executing the measures of the resolution plan, for the principles of transparency and impartiality as well as the management of situations of conflict of interest.

The commission works to ensure that:

• the valuation of the shares or any other ownership title, assets and liabilities transferred makes it possible to value the proceeds of the transfer,

• the financial repercussions of the resolution plan on the rights of shareholders and creditors are at least of a value equivalent to that resulting from the liquidation of the bank or financial institution, unless it turns out that the preservation of financial stability requires otherwise,

• the overall value of the liabilities of the bank or financial institution in a compromised situation transferred to the bridge institution does not exceed the value of the assets transferred to them.

Art. 120 - The agents of the resolution commission are bound to respect professional secrecy for the information they have become aware of in the exercise of their missions and must refrain from using this information, outside the cases permitted by law, for purposes other than those required by the execution of the missions assigned to them, even after losing their status, and this, under penalty of exposing themselves to the sanctions provided for by Article 254 of the penal code.

The commission as well as its managers cannot be held civilly liable for acts and facts arising from the exercise of their missions, except in case of fraud or gross negligence.

Art. 121 - Anyone having an interest may challenge by way of recourse before the administrative court the decisions rendered by the resolution commission. This recourse does not suspend the decisions rendered by the commission.

All damages and interest that are the subject of a judgment rendered following this recourse are borne by the general treasury of Tunisia.

Art. 122 - The resolution commission may ask the bank or financial institution in a compromised situation, its shareholders, its managers, its representatives, its statutory auditors or its agents to provide it with all information necessary for the realization of the resolution plan and to guarantee its effectiveness. Professional secrecy cannot be invoked against it.

Art. 123 - The Central Bank of Tunisia, the ministry in charge of finance, the financial market council, the general insurance committee, the microfinance supervisory authority and the bank deposit guarantee fund shall cooperate with the resolution commission, on the basis of agreements concluded for this purpose which set out the areas of cooperation and the obligations of the various parties.

The resolution commission is authorized to cooperate with foreign resolution authorities, for the handling of banks and financial institutions in a compromised situation established in Tunisia which are subsidiaries of foreign banks or financial institutions or Tunisian banks and financial institutions having subsidiaries established abroad.

For this purpose, the resolution commission is authorized to conclude with foreign resolution authorities cooperation and exchange of information and data agreements.

Art. 124 - For the exercise of the missions assigned to it, the resolution commission may be assisted by one or more experts taking into account the criteria of integrity, competence, independence and professional experience, while taking into account the degree of urgency of the matter and the principle of competition. The bank or financial institution in a compromised situation shall bear the remuneration of the experts.

The expert or experts referred to in the first paragraph of this article are required to respect professional secrecy for the information they have become aware of as a result of the exercise of their mission and must refrain from using this information, outside the cases permitted by law, for purposes other than those required by the execution of the missions assigned to them, even after loss of their capacity, and this, under penalty of being exposed to the sanctions provided for by article 254 of the penal code.

Art. 125 - The resolution commission shall designate a resolution delegate responsible for executing the resolution plan provided for in article 111 of this law, for managing the affairs of the establishment during the resolution period and for taking any other necessary measures after authorization by the commission.

The resolution delegate is designated for a mandate of one year renewable twice on the basis of the criteria of integrity, competence and professional experience in the banking and financial field and independence from the bank or financial institution in a compromised situation. He must not:

• have links with the bank or financial institution in question within the meaning of article 43 of this law,

• be one of the employees of the bank or financial institution in question or one of its creditors,

• be subject to the prohibitions provided for by this law or by the code of commercial companies or to one of the situations of conflict of interest.

The decision to designate the resolution delegate must be brought to the attention of the public, by the resolution commission, by publishing the said decision in the official journal of the Tunisian republic and in two newspapers, one of which is in the Arabic language.

The resolution commission may, if it deems it necessary, proceed with the replacement of the resolution delegate responsible for executing the resolution plan before the expiration of his mandate.

Art. 126 - The decision appointing the resolution delegate shall set out the nature of his mission and its duration as well as the obligations of the delegate vis-à-vis the resolution commission, in particular with regard to the communication of periodic reports on the progress of his work and the evolution of the financial situation of the establishment in a compromised situation. It shall also set the remuneration of the resolution delegate which will be borne by the bank or financial institution in a compromised situation.

The decision appointing the resolution delegate shall transfer to him the powers necessary for the management of the bank or financial institution in question and its representation vis-à-vis third parties as well as the powers of the general meeting, in accordance with the requirements of the resolution plan.

Independently of the obligations provided for his charge by the appointment decision, the resolution delegate must present to the resolution commission at least every three months a report on the work carried out as well as on the evolution of the financial situation of the bank or financial institution in a compromised situation.

He must present to the resolution commission, at the end of his mission, a final report noting the conditions of realization of the resolution plan, its results and the evolution of the situation of the establishment.

He must furthermore present to the resolution commission, in the event that the difficulties of the bank or financial institution persist, a report specifying the nature, origin and importance of its difficulties as well as the complementary measures that could save the bank or establishment in a compromised situation.

The resolution delegate must, if he notes the impossibility of resolving the situation of the bank or financial institution in a compromised situation or that the establishment is in a situation of cessation of payments, inform, without delay, the resolution commission through a specific report that may recommend the dissolution and liquidation of the establishment, in accordance with the provisions of chapter III of this title.

Chapter III

Of dissolution and liquidation

Art. 127 - The provisions of chapter III of title one of the code of commercial companies and the provisions of title IV of the commercial code are applicable as long as they are not derogated from by the provisions of this law.

Section 1 - Of the procedures of dissolution and liquidation

Art. 128 - As soon as it finds one of the grounds justifying the dissolution and liquidation of a bank or a financial institution, the resolution commission must transmit for this purpose and without delay a report to the court of first instance in whose jurisdiction the registered office of the bank or financial institution concerned is located, and indicate in this report the date of cessation of payments.

The court shall issue a judgment of dissolution and liquidation or of rejection, within a period of one month from the date of receipt of the report of the resolution commission after hearing the legal representative of the bank or financial institution that is the subject of the liquidation judgment.

In the event of the issuance of a judgment of dissolution and liquidation, this judgment shall set the conditions and time limits for the liquidation.

The court shall immediately inform the resolution commission, the licensing commission, the Central Bank of Tunisia, the ministry in charge of finance, the financial market council, the bank or financial institution that is the subject of the dissolution or liquidation judgment, by any means leaving a written trace.

The court shall order the publication of the judgment of dissolution and liquidation, at the expense of the bank or financial institution that is the subject of the dissolution judgment, in the Official Journal of the Tunisian Republic, in the commercial register and in two daily newspapers, one of which is in Arabic, no later than fifteen days from the date of issuance of the judgment.

Art. 129 - An appeal against the judgment of dissolution and liquidation may be lodged by any interested party within a period of twenty days from the publication of the judgment in the Official Journal of the Tunisian Republic.

The time limit provided for in the preceding paragraph shall be taken into account in the case of an appeal to the Court of Cassation.

Art. 130 - The court may decide the dissolution and liquidation of a bank or a financial institution on the basis of a report of the resolution commission in one of the following cases:

• The recovery of the bank or financial institution proves impossible in accordance with Chapter 2 of this Title,

• the definitive withdrawal of the license of the bank or financial institution.

• the bank or financial institution is in a state of cessation of payments,

A bank or financial institution is considered, within the meaning of this law, to be in a state of cessation of payments when it is unable to meet its due liabilities with its cash or short-term realizable assets and is unable to find sources of financing.

Art. 131 - The court shall appoint, on the proposal of the resolution commission, and within a maximum period of one month from the issuance of a final judgment of dissolution and liquidation, a liquidator for the bank or financial institution concerned, who shall be responsible, under the supervision of said commission, for carrying out the liquidation operation, provided that he is not:

• among those having a link within the meaning of Article 43 of this law with the bank or financial institution that is the subject of the dissolution or liquidation judgment,

• an employee of the bank or financial institution or of one of its creditors,

• subject to the prohibitions provided for by this law or the code of commercial companies or in one of the situations of conflict of interest,

The liquidator shall be appointed taking into account the criteria of integrity, competence and professional experience in the banking, financial or legal fields and independence from the bank or financial institution.

Art. 132 - The liquidator shall be appointed for a period of one year; his appointment shall systematically terminate the functions of the resolution delegate.

If the liquidation operations have not been completed at the end of this period, the liquidator must submit a report to the court explaining the reasons why the liquidation operations could not be closed and the new time limits within which he proposes to do so. The mandate of the liquidator may be renewed twice for the same duration by decision of the court.

The decision appointing the liquidator shall set the nature and duration of the mission, as well as the obligations imposed on him towards the court, in particular, periodic reports on the progress of his work and the completion of the liquidation operations. This decision shall also set the remuneration of the liquidator, which shall be borne by the institution concerned.

Section 2 - Legal effects of the judgment of dissolution and liquidation

Art. 133 - The judgment of dissolution and liquidation shall automatically entail the withdrawal of the license of the bank or financial institution concerned. The judgment of dissolution shall not entail the loss of the legal personality of the bank or financial institution. The legal personality of the bank and the financial institution shall subsist for the needs of the liquidation and until the closure of the liquidation operations.

Art. 134 - The decision appointing the liquidator shall transfer to him the powers necessary for carrying out the liquidation operation and the management of the bank or financial institution. The liquidator shall be considered the legal representative of the bank and the financial institution that is the subject of the liquidation judgment, with respect to third parties.

The judgment of dissolution and liquidation shall not terminate the functions of the statutory auditor or auditors.

The rights of the shareholders shall be suspended, except for their right to the surplus of liquidation of the institution.

Art. 135 – The dissolution and liquidation judgment entails the forfeiture of the debts of the bank or financial institution, but not of the sureties and its joint and several co-obligors, even in favor of its creditors who hold a security, and this, as of the date of publication of said judgment in the Official Journal of the Tunisian Republic.

The obligations resulting from all ongoing contracts and the acts of execution of judgments rendered in favor of creditors against the bank or financial institution subject to the liquidation judgment shall be suspended.

The liquidation judgment of the bank or financial institution suspends the accrual of interest on the claims of creditors, sureties and joint and several co-obligors. The judgment ordering dissolution and liquidation does not annul the orders and netting operations related to transfer orders of claims and securities, including the guarantees granted and constituted to the interbank payment system or the securities settlement and delivery system, and this, until the expiration of the business day on which a dissolution and liquidation judgment is rendered against an institution participating, directly or indirectly, in these systems.

The annulment does not affect orders not susceptible to modification that have not yet been introduced into the interbank payment system and the securities settlement and delivery system at the time of notification of the judgment to the managers of these systems.

Orders not susceptible to modification are defined in the rules governing each system and are published in the Official Journal of the Tunisian Republic.

Art. 136 - The following acts, done by the bank or financial institution subject to a liquidation judgment during the period between the date of establishment of cessation of payments and the date of the dissolution and liquidation judgment, must be declared null and void:

• gifts and transfers for no consideration, with the exception of minor customary gifts,

• payments of debts not due in whatever form they were made,

• payments of matured monetary debts made other than in cash, bills of exchange, promissory notes, checks, transfer orders, bank cards, as well as any payment made by dation in payment by the one who obligates himself thereto or by any other accepted means of payment, subject to rights acquired by third parties not contracting in good faith,

• the constitution of a mortgage or pledge on the assets of the bank or financial institution to guarantee a pre-existing debt,

• operations and contracts if the value of what was granted greatly exceeds that received.

The court may annul any other payment made by a bank or financial institution to honor matured debts and any act passed by it outside the aforementioned cases and after the cessation of payment of its debts if the persons who received payment or dealt with it had knowledge of the cessation of its payments.

The bank or financial institution may not rely on any payment or act constituting a fraud against creditors, notwithstanding the date on which it was made.

The liquidator may, from the date of his appointment, request the court to annul any payment operation and any transfer of assets of a bank or financial institution subject to the dissolution or liquidation judgment, carried out during the three months preceding the liquidator's assumption of duties or during the twelve months preceding the exercise of his duties, if the payments or transfers were made in favor of persons related to the bank or financial institution within the meaning of Article 43 of this law, when it is established that the payments and transfers are not related to the management of the current operations of the bank or financial institution and that they were made with the aim of favoring these persons.

Actions for nullity that have not been exercised during the liquidation period are forfeited. If the payment was made to honor a bill of exchange, a check or a promissory note, the action may only be exercised against the first beneficiaries.

Section 3 - Missions of the liquidator

Art. 137 - The liquidator proceeds with the liquidation under the supervision of the court from the date of his appointment.

He draws up, within two months at the latest from this date, the inventory, proceeds with the census of the assets and patrimony of the bank or financial institution in question and establishes a detailed statement of its assets and liabilities, and this, in the presence of its former legal representative or his substitute.

He establishes financial statements at the date of opening of the liquidation.

Art. 138 - As soon as he is appointed, the liquidator takes the necessary measures for the liquidation of the bank or financial institution subject to the dissolution or liquidation judgment.

To this end, he is notably responsible for:

• transferring all or certain elements of the assets and liabilities,

• pursuing collection operations by any legal means or amicably, after authorization of the court,

• pursuing ongoing operations or suspending them, including the collection of any product, giving discharge and realizing all securities and titles,

• carrying out the operations necessary for the liquidation, including, notably, borrowing guaranteed or not by the assets of the institution, the granting of guarantees, mortgages, and sureties and the issuance of commercial securities as well as the liquidation of movable and immovable property by way of call for tenders or by any other legal means,

• collaborating and coordinating with the bank deposit guarantee fund with regard to the protection of depositors' rights,

• extend any deadline stipulated in the contracts concluded by the bank or the financial institution or provided for in its articles of association as well as any other time limit giving rise to the expiration or extinction of a claim or a right in favor of the bank or the financial institution, for a period of six months from the date of expiration or extinction.

It takes among these measures, and after authorization of the court, those that are the most effective to preserve the value of the establishment and protect the interests of depositors and any other creditor.

Art. 139 - For the purposes of liquidation, the liquidator may:

• recruit, if necessary, one or more expert advisors,

• propose to the court to appoint one or more auditors in case of vacancy,

• delegate to third parties the power to perform one or more specific acts. The responsibility for these acts lies with him.

• bring legal actions in the name of the bank or the financial institution.

The liquidator and the persons referred to in the first and third indents of this article are bound to respect professional secrecy for the information they have become aware of in the exercise of their missions and must refrain from using this information, outside the cases permitted by law, for purposes other than those required by the execution of the missions assigned to them, even after loss of their capacities, under penalty of exposing themselves to the sanctions provided for by article 254 of the penal code.

Art. 140 - Notwithstanding the obligations incumbent upon him under the appointment decision, the liquidator must present to the court:

• within a maximum period of three months from the date of his appointment, a report comprising a detailed statement of the property, assets, assets and liabilities of the bank or financial institution subject to the dissolution or liquidation judgment, as well as the financial statements provided for in article 137 of this law and the action plan for conducting the liquidation,

• each quarter, a report containing indications on the progress of the liquidation operation,

• at the end of his missions, a final report in which he indicates the results of his work, the different stages of liquidation and its circumstances and results,

The liquidator is required to transmit a copy of these reports to the auditor(s), to the resolution commission and to the Central Bank of Tunisia.

The liquidator must immediately inform the court of any fact likely to affect or hinder the liquidation operation and any act likely to constitute, within the meaning of the legislation in force, an offense related to the management of the bank or financial institution subject to the liquidation judgment.

Section 4 - Determination of the claims of the bank or the financial institution

Art. 141 - The dissolution and liquidation judgment is posted visibly at the registered office of the bank or financial institution concerned and in all its agencies and branches.

The liquidator must indicate in all documents of the bank or financial institution and its relations with third parties that it is in liquidation.

Art. 142 - With the exception of depositors, all creditors of the bank or financial institution must, in order to assert their claims, deliver to the liquidator or one of his agents the securities attesting to their rights with respect to the bank or financial institution, within a period of one month from the date of publication of the dissolution and liquidation judgment in the Official Journal of the Republic of Tunisia.

A period of fifteen days is added to said period for creditors residing outside Tunisian territory.

Art. 143 - Creditors deliver to the liquidator their securities accompanied by a schedule indicating the supporting documents delivered to him as well as the sums claimed. The liquidator or his agent signs the schedule and affixes the establishment's stamp thereto, and issues a copy to the creditor.

The aforementioned securities may be sent to the liquidator by registered letter with acknowledgment of receipt.

Depositors are exempt from the procedures provided for in the first and second paragraphs of this article.

Art. 144 - The liquidator carries out a verification of the claims of the bank or financial institution. If a claim is disputed in whole or in part by the liquidator, the latter notifies the creditor thereof by registered letter with acknowledgment of receipt.

The creditor must, within a period of fifteen days, provide his explanations.

The court may exempt the liquidator from the verification of claims if the bank or financial institution does not have funds or when its funds are minimal. In this case the verification may be limited to claims secured by guarantees.

Art. 145 - As soon as the verification procedure is completed, and within a period of three months from his appointment, the liquidator establishes a detailed statement of the claims which he transmits to the court. The liquidator notifies the creditors of the filing of this statement by insertion in the Official Journal of the Republic of Tunisia and in two daily newspapers, one of which is in the Arabic language. He sends to each of them a registered letter with acknowledgment of receipt indicating the amount of the claim registered on the statement.

Any creditor whose claim has been verified and could not be admitted partially or in full may, within a maximum period of one month from the date of publication in the Official Journal of the Republic of Tunisia, file an opposition.

The court rules on the opposition according to the procedures of summary justice after hearing the contesting creditor.

The court decides on the final closure of the statement of claims after expiration of the opposition periods and after the court has ruled on the oppositions filed.

Section 5 - On the rank of creditors and the distribution of the proceeds of liquidation

Art. 146 - Is considered net liquidation proceeds within the meaning of this law, the net liquidation proceeds of the assets of the bank or financial institution after payment of all management expenses relating to the liquidation operation, including the remuneration of the liquidator, agents, advisors and the salaries of employees bound by contracts subsequent to the liquidation judgment, as well as operating expenses.

Art. 147 - The net liquidation proceeds of the bank or financial institution are distributed among all creditors whose claims have been verified and taken into account, after deduction of sums previously paid in the following order:

1. creditors whose claim arises from an employment relationship born before the liquidation judgment,

2. non-professional natural person depositors after deduction of sums received by them from the bank deposit guarantee fund,

3. the treasury for tax claims within the limit of the principal of the claim,

4. social funds for contribution amounts within the limit of the principal of the claim,

5. the bank deposit guarantee fund within the limit of amounts disbursed to compensate depositors

6. creditors whose claims arose after the liquidation judgment and whose claims arose during the resolution procedure within the meaning of this law,

7. creditors whose claims are secured by pledge,

8. unsecured creditors,

9. creditors with subordinated claims.

If the liquidation proceeds are insufficient to fully pay creditors of the same rank, they shall participate, in proportion to what remains owed to them. The successor of a privileged creditor is subrogated to all the rights of his predecessor.

The liquidator also proceeds with the distribution of the surplus of the liquidation bonus to the shareholders of the bank or financial institution subject to the liquidation judgment, after having preserved the rights of the institution's creditors and the consignment of the claim of those who are in default, and whose claims are certain and liquid.

This order does not affect the attributions of the liquidator with regard to the transfers and disposals he carries out within the framework of his missions provided for by the previous sections of this chapter.

Art. 148 - The liquidator draws up a closing balance sheet of the liquidation operation approved by the court, after opinion of the resolution commission. This balance sheet is published in the Official Journal of the Tunisian Republic and in two daily newspapers, one of which is in the Arabic language.

Title VIII

On the bank deposit guarantee fund

Art. 149 - There is instituted, by virtue of this law, a fund named "the bank deposit guarantee fund" aiming to protect depositors and to compensate them in case of unavailability of their deposits within the meaning of Article 153 of this law. The fund may, with a view to contributing to financial stability, grant to a member bank in a compromised situation financing within the framework of the resolution plan provided for by Title VII of this law and this in the form of:

• guaranteed repayable advances,

• acquisitions of participations in the capital of the bank,

The bank deposit guarantee fund may take participations in the bridge institution provided for by Article 117 of this law.

The guarantee fund may mobilize borrowing resources.

Art. 150 - Any bank authorized within the meaning of this law must adhere to the bank deposit guarantee fund.

The bank deposit guarantee fund is responsible for the collection and management of the contributions of the banks.

The fund must take into consideration the specificities of banks that exclusively carry out Islamic banking operations and non-resident banks within the meaning of Article 2 of this law, by allocating to each category of bank a special account.

The fund must take the necessary internal measures to guarantee compliance with the provisions of paragraph 3 of this article.

Are fixed by government decree after opinion of the Central Bank of Tunisia, the contributions payable by the banks, their mode of collection and the conditions of adhesion and exclusion of the banks on condition that the exclusion does not affect the guarantee of deposits collected before its entry into force.

Art. 151 - The bank deposit guarantee fund is created in the form of a public establishment endowed with legal personality and financial and administrative autonomy.

The capital of the fund is 5 million dinars subscribed in equal shares by the State and the Central Bank of Tunisia. The capital may be increased if necessary.

The fund has its registered office in Tunis and may open representation offices throughout the national territory.

The bank deposit guarantee fund is governed by commercial law as long as it is not derogated from by this law. The fund is not subject to the provisions of Law No. 89-9 of 1 February 1989, relating to participations, public enterprises and establishments, as amended and supplemented by subsequent texts.

The personnel of the bank deposit guarantee fund are not subject to the provisions of Law No. 85-78 of 5 August 1985, laying down the general status of offices, public establishments of an industrial and commercial character and companies whose capital belongs directly and entirely to the State or to local public communities.

All profits of the fund are allocated to reserves.

The rules of organization and operation of the bank deposit guarantee fund are fixed by government decree.

Art. 152 - The bank deposit guarantee fund compensates depositors within the limit of a determined ceiling.

The ceiling, the terms and the procedures for compensation are set by government decree.

For the purpose of compensating depositors, the global account provided for in Article 21 of this law, opened by payment institutions with the bank, is not considered as a single account, the nominative list accompanying the payment accounts opened with the payment institution being taken as reference.

The following deposits received are excluded from the guarantee of the bank deposit guarantee fund:

• from the State, public enterprises and establishments,

• from the Central Bank of Tunisia,

• from banks, financial institutions and their subsidiaries,

• from the Tunisian Post, insurance and reinsurance companies,

• from collective investment schemes, stock market intermediaries and investment companies,

• from members of the board of directors, the supervisory board, the management board, the general manager, the deputy general managers of the bank concerned by the compensation of its deposits,

• from any shareholder holding 5% or more of the capital of the bank provided for in Article 32 of this law and the deposits of companies subject to their control, and from the bank's statutory auditors,

• from the spouse, ascendants and descendants of the natural persons referred to in dashes 6, 7 and 8 of this article,

• from funds placed with the bank concerned by the compensation in the form of money market financial instruments.

Art. 153 - The Central Bank of Tunisia notes the unavailability of the funds mentioned in Article 149 of this law when it appears to it that a bank is no longer, due to its financial situation, able to immediately or in the short term repay the deposits it has received from the public in accordance with the applicable regulatory or contractual conditions. The Central Bank of Tunisia notifies this state of affairs to the bank deposit guarantee fund in order to initiate a procedure for compensating depositors.

The Central Bank of Tunisia may, in the event of the opening of resolution procedures for a bank in a compromised situation, refer the matter to the fund in order to proceed with the compensation of depositors.

The fund has a period of twenty working days from the date of notification by the Central Bank of Tunisia to proceed with the compensation of depositors.

Art. 154 - The bank deposit guarantee fund is subrogated to the rights and actions of the compensated depositors up to the amount of the compensation paid to them.

Art. 155 - The bank deposit guarantee fund is managed by a supervisory committee responsible in particular for:

• setting the fund's policies and strategies and supervising their application, particularly with regard to the investment of resources according to rules that guarantee their safety,

• establishing procedures for collecting contributions from banks to the bank deposit guarantee fund,

• approving the fund's financial statements and the annual report,

• determining the procedures for compensating depositors,

• determining and approving the fund's needs for additional resources and the means of mobilizing them,

• approving the fund's annual forecast budget and monitoring its implementation,

• approving the fund's organizational chart, the status of its staff and their remuneration scheme,

• approving contracts and cooperation agreements,

• supervising the administrative and financial management of the fund,

• approving and monitoring the fund's intervention policy in the resolution plan.

Art. 156 - The supervisory committee of the bank deposit guarantee fund is composed of the following five members:

• two members independent of the shareholders and members, appointed by government decree, one of whom holds the position of chairman,

• a representative of the Central Bank of Tunisia having the rank of general manager, member,

• a representative of the ministry in charge of finance having the rank of general manager, member,

• a judge of the third grade, member.

The members of the supervisory committee referred to in dashes 2, 3 and 4 of this article are appointed by government decree on the proposal of the Central Bank of Tunisia, of the minister in charge of finance and after the assent of the High Council of the Judiciary, each as far as it is concerned.

The members of the supervisory committee are appointed for a term of three years, renewable only once.

Art. 157 - A committee called "the audit and risk committee" is established within the bank deposit guarantee fund, emanating from the supervisory committee, responsible in particular for:

• assisting the supervisory committee in the design and implementation of an internal control system,

• examining the annual activity report and the fund's financial statements before their transmission to the supervisory committee,

• controlling the activities of the structure responsible for internal audit and, where applicable, controlling and coordinating the work of other structures responsible for control missions,

• proposing a risk management strategy and policy,

• evaluating the results of investments made and the risk hedging policy.

The audit and risk committee transmits to the supervisory committee a detailed report on its activity.

The composition of the committee and the rules of its operation and the remuneration of its members are set by decision of the supervisory committee.

Art. 158 - The executive management of the fund is ensured by a general manager appointed by government decree on the proposal of the governor of the Central Bank of Tunisia for a term of four years, renewable only once.

The general manager is responsible in particular for:

• implementing the general policies of the fund approved by the supervisory committee and the decisions taken by the latter,

• ensuring the administrative management of the fund,

• represent the fund before third parties,

• prepare the draft annual budget of the fund,

• prepare the financial statements and the annual activity report with a view to presenting them within 3 months following the closing of the financial year to the supervisory committee for approval,

• any other mission delegated to him by the supervisory committee.

The supervisory committee sets the remuneration and benefits of the general manager of the fund.

Art. 159 - The members of the supervisory committee and the general manager are appointed taking into account their integrity, their academic qualifications, their professional experience and the absence of legal prohibitions provided for in this law and by the commercial companies code.

Art. 160 - The accounts of the bank deposit guarantee fund are subject to an annual audit carried out by two statutory auditors registered on the list of the Tunisian order of chartered accountants appointed by the supervisory committee for a three-year mandate renewable only once on the basis of a call for applications.

Notwithstanding their legal obligations, the statutory auditors are required to submit to the supervisory committee their report on the financial statements of the fund within a period of three months from the closing of the accounting year.

The accounting of the fund is kept in accordance with the corporate accounting system.

Art. 161 - The supervisory committee transmits the annual activity report of the bank deposit guarantee fund and a copy of the statutory auditors' report to the ministry in charge of finance and to the central bank of Tunisia.

The fund is required to publish its financial statements in the Official Journal of the Tunisian Republic and in two daily newspapers, one of which is in the Arabic language.

Art. 162 - The central bank of Tunisia and the ministry in charge of finance may designate a committee composed of members representing them in order to undertake an audit mission of the fund.

Art. 163 - The bank deposit guarantee fund is subject to the control of the court of accounts at least once every 3 years.

Art. 164 - All member banks must provide the bank deposit guarantee fund with all necessary information concerning undisputed deposits in accordance with the deadlines and procedures that it sets in this regard.

Art. 165 - The central bank of Tunisia concludes with the bank deposit guarantee fund a cooperation agreement with a view to ensuring the periodic exchange of information and data, in particular those relating to the financial situation of banks, according to precise modalities that ensure the fund the collection of all information necessary for the accomplishment of its objectives.

The fund may conclude cooperation agreements with its foreign counterparts with a view to exchanging their experiences.

The fund may join international deposit guarantee organizations.

Art. 166 - The members of the supervisory committee, the members of the general management and the staff of the bank deposit guarantee fund are required to respect professional secrecy for the information they have become aware of in the exercise of their missions and must refrain from using this information, outside the cases permitted by law, for purposes other than those required by the execution of the missions assigned to them, even after loss of their capacities, and this, under penalty of being exposed to the sanctions provided for by article 254 of the penal code.

Art. 167 - The bank deposit guarantee fund must inform the central bank of Tunisia of the member banks that do not comply with the provisions of this title, in particular those relating to the refusal or delay in the payment of the contribution or in the communication of the necessary information and data.

The central bank of Tunisia must take the necessary measures against banks contravening the provisions of title VIII of this law.

Any delay in the payment of contributions by member banks gives rise to the payment of a fine for the benefit of the fund calculated on the basis of the legal interest rate provided for by the provisions of the second paragraph of article 1100 of the code of obligations and contracts.

Art. 168 - The bank deposit guarantee fund may only be dissolved by a law. In this case, its assets revert to the State which ensures the fulfillment of its commitments.

Title IX

Sanctions

Chapter One

Disciplinary sanctions

Art. 169 - The governor of the central bank of Tunisia is authorized to impose the sanctions provided for in article 170 of this law against banks and financial institutions that commit one of the following offenses:

• non-compliance with the prudential, governance and internal control standards provided for by this law and the regulatory provisions issued by the central bank of Tunisia, non-compliance with the obligation to obtain authorizations and that of informing the central bank of Tunisia, in particular with regard to appointments, outsourcing, products, banking conditions, establishment inside and outside the country including the opening and closing of branches, subsidiaries or periodic offices,

• non-compliance with the legal and regulatory provisions relating to facilitating the supervision procedures of banks and financial institutions including responding to requests relating to information and data necessary for the exercise by the central bank of Tunisia of its control missions,

• non-compliance with the regulatory provisions relating to internal control rules linked to the fight against money laundering and the financing of terrorism,

• non-compliance with the obligation to notify the operations provided for by article 37 of this law,

• failure to comply with the obligation to pay the annual amount provided for by Article 73 of this law.

Art. 170 - The Governor of the Central Bank of Tunisia shall impose one of the following two sanctions in respect of the offences provided for by Article 169 of this law:

1- a warning,

2- a fine the amount of which must not exceed 15% of the minimum capital of the bank or of the category of the financial institution concerned. The amount of the fine shall be collected for the benefit of the Treasury by means of a statement of assessment issued and made enforceable by the Minister in charge of Finance or his representative, in accordance with the provisions of the Code of Public Accounting.

In the event of a repeat offence, the Governor of the Central Bank may double the sanction provided for by the second indent of this Article or refer the matter to the Sanctions Commission.

A repeat offence within the meaning of this law is the commission of the same offence within a period of one year from the date on which the Governor of the Central Bank of Tunisia takes the sanction decision.

Art. 171 - Banks and financial institutions, their managers and their statutory auditors that have committed the offences provided for by this Chapter shall be liable to sanctions imposed by a commission called "the Sanctions Commission".

The Sanctions Commission shall be composed of:

• a third-grade judge proposed by the Higher Council of the Judiciary: chair,

• a second-grade judge proposed by the Higher Council of the Judiciary: member,

• a representative of the Central Bank of Tunisia holding the rank of Director General appointed on the proposal of the Governor of the Central Bank: member,

• an independent expert in the banking and financial field appointed on the proposal of the Tunisian Professional Association of Banks and Financial Institutions: member,

• a chartered accountant designated on the proposal of the Control Commission created by Law No. 88-108 of 18 August 1988, recasting the legislation relating to the profession of chartered accountant, provided that he is not entrusted with a statutory audit engagement with a bank or financial institution during his term of office: member.

The members of the Sanctions Commission shall be appointed by government decree for a term of 3 years, renewable only once.

The Commission shall hold its meetings at the headquarters of the Central Bank of Tunisia. The Directorate General in charge of banking supervision shall act as its secretariat.

The decisions of the Commission must be reasoned and shall be taken by a majority of votes.

The Commission shall establish its internal rules, which shall be approved by government decree.

The members of the Sanctions Commission shall be bound by professional secrecy in respect of information of which they have become aware in the course of their mission and must refrain from using such information, outside the cases permitted by law, for purposes other than those required for the performance of the missions assigned to them, even after they cease to hold office, failing which they shall be liable to the sanctions provided for by Article 254 of the Penal Code.

Art. 172 - The Sanctions Commission shall impose one of the sanctions provided for in Article 173 of this law on banks and financial institutions that commit any of the following offences:

• carrying out banking operations without complying with the category, specialisation or conditions provided for by the authorisation,

• violation of the legal and regulatory provisions relating to transactions with persons related to banks or financial institutions,

• obtaining an authorisation by a bank or financial institution by means of false declarations,

• refusal to comply with the instructions of the Central Bank of Tunisia,

• intentional concealment of information or voluntary communication of inaccurate information, intentional obstruction of the banking supervision missions to be carried out by the agents of the Central Bank of Tunisia,

• refusal to pay the annual contribution to the bank deposit guarantee fund.

Art. 173 - The Sanctions Commission shall impose one of the following sanctions, in the case of offences provided for in Article 172 of this law:

• a fine the amount of which does not exceed 25% of the minimum capital of the bank or of the category of the financial institution, according to its category, provided that the amount of the fine is not less than two million dinars.

• the prohibition to carry out certain operations and all other forms of limitations in the exercise of the activity.

• withdrawal of the authorisation.

Art. 174 - The Sanctions Commission may terminate the duties of the members of the board of directors, the supervisory board, the management board as well as of the general management, the managers and the representatives who have committed offences against the legislation and regulations governing banking activity, or who have approved them or become accomplices thereto.

Art. 175 - The Sanctions Commission may, by virtue of a reasoned decision, dismiss the statutory auditor from his duties during his term of office and prohibit him, on a temporary or permanent basis, from acting for banks and financial institutions, where it is established that:

• he was appointed on the basis of false information relating to his skills, integrity and independence, such as information relating to situations of conflict of interest or to the prohibitions provided for in this Chapter or in the Code of Commercial Companies.

• he has failed in the duties incumbent upon him under Title VI of this law.

The Sanctions Commission shall inform the statutory auditor concerned and the Order of Chartered Accountants of the Republic of Tunisia of its decision.

Art. 176 - No sanction may be imposed without the legal representative of the bank or financial institution or their alternate or the offender or their representative having been previously summoned to be heard and to defend themselves.

The bank or financial institution or the person concerned may be assisted by a lawyer, with regard to offences falling within the jurisdiction of the sanctions commission.

Art. 177 - The bank, financial institution or person concerned shall be informed of the facts alleged against them by any means leaving a written trace.

The legal representative of the bank or financial institution or of the person concerned or their representative is entitled to consult the file of the offences being prosecuted at the headquarters of the Central Bank of Tunisia.

The legal representative of the bank or financial institution or the person concerned must send to the Central Bank of Tunisia or to the sanctions commission their written observations within a period of eight days from the date of receipt of the notification provided for in the first paragraph of this article.

Art. 178 - The sanctions commission shall be responsible for investigating the files of offences falling within its jurisdiction, upon referral by the Governor of the Central Bank of Tunisia.

It shall rule on the aforementioned offences in accordance with the procedures provided for by this law.

Art. 179 - Sanctions shall be imposed by the sanctions commission and by the Governor of the Central Bank of Tunisia, each within their respective remit, and shall be communicated to the bank or financial institution concerned or to the person concerned by any means leaving a written trace.

Art. 180 - Decisions rendered within the meaning of Article 179 of this law shall be included in the annual banking supervision reports issued by the Central Bank of Tunisia and published on its website.

Art. 181 - Any delay or refusal to communicate the documents, information, clarifications and justifications referred to in Article 71 of this law shall be sanctioned by a penalty of two hundred dinars per day of delay, from the date of the finding by the agents of the Central Bank of Tunisia of the delay or refusal, and this after hearing the bank or financial institution concerned.

The Governor of the Central Bank of Tunisia shall set the final amount of the penalty, which shall be collected for the benefit of the Treasury under the conditions set by Article 170 of this law.

Art. 182 - Decisions of the sanctions commission may be appealed before the administrative court within a period of one month from the date of notification of these decisions.

Chapter II

Criminal sanctions

Art. 183 - Any person who habitually carries out one of the banking operations without having obtained prior approval in accordance with the provisions of Article 24 of this law shall be punished by imprisonment of 3 months to 3 years and a fine of 100,000 dinars to 1,000,000 dinars or by one of these two penalties only.

To ensure that any activity is subject to approval, the Central Bank of Tunisia is entitled to request all necessary information and to conduct on-site investigations, requiring the presentation of accounting books, correspondence, contracts and more generally all documents it deems necessary for the performance of its mission.

The Central Bank of Tunisia may, after hearing the representative of the establishment concerned, transmit its file to the judicial authorities with a view to its liquidation.

Art. 184 - Any person not approved as a bank who uses in their activity in any manner whatsoever terms likely to create doubt in the mind of a third party as to the exercise of banking activity shall be punished by one month to 3 months of imprisonment and a fine of 20,000 to 50,000 dinars, or by one of these two penalties only.

Art. 185 - The penalty provided for by Article 181 of this law, disciplinary sanctions and fines imposed in accordance with the provisions of this law shall be applied independently of any judicial proceedings that may be initiated, under the laws in force, against the perpetrators of offences against banking legislation and regulations.

Title X

Miscellaneous provisions

Art. 186 - Banks and financial institutions shall be required to establish a professional association, whose objective is to work on the study of questions related to the exercise of the profession and its development as well as the training of human resources. The association shall also act as an intermediary between its members on the one hand and the public authorities and the Central Bank of Tunisia on the other hand, for any question of interest to the profession.

The Minister of Finance and the Governor of the Central Bank of Tunisia may consult, on any question relating to the evolution of the profession, the association, which may submit proposals to that effect.

The association must establish a code of ethics binding on its members and shall work to ensure its respect.

Art. 187 - The association referred to in Article 186 of this law must create a banking mediation body responsible for examining requests submitted to it by clients and relating to their disputes with banks and financial institutions.

Each bank or financial institution may designate, for the same purposes, one or more banking mediators.

The banking mediation body or the banking mediator shall propose appropriate mediation solutions within a maximum period of two months from the date of referral.

The banking mediation body or the banking mediator shall receive the requests submitted to it, free of charge and within a maximum period of eight days from the receipt of the mediation request.

It may not take up requests for which arbitration or settlement is not permitted or which are the subject of cases pending before the courts.

Banks and financial institutions must facilitate the mission of the banking mediation body or the banking mediator and communicate to it all documents relating to the subject of the dispute within the time limits set for them.

Banks and financial institutions must inform their clientele of the banking mediation body or the banking mediator and the procedures for referring matters to it, in particular by inserting clauses to that effect in the agreement provided for in Article 83 of this law and in bank account statements, websites and financing contracts.

The managers and agents of the banking mediation body or the banking mediator are required to respect professional secrecy for information they have become aware of in the exercise of their missions and must refrain from using this information, outside the cases permitted by law, for purposes other than those required by the performance of the missions assigned to them, even after they have ceased to hold their positions, and this, under penalty of exposing themselves to the sanctions provided for in Article 254 of the Penal Code.

The banking mediation body or the banking mediator shall send to the financial inclusion observatory an annual report on the results of its activity.

The conditions for exercising the activity of the banking mediation body and banking mediators are set by a government decree.

Art. 188 - Non-resident banks and financial institutions having their registered office abroad may open representation offices in Tunisia, provided that these representations are limited exclusively to information and contact-making missions and without receiving any direct or indirect remuneration.

The opening of representation offices is subject to the approval of the Governor of the Central Bank of Tunisia.

The application to open a representation office is transmitted to the Central Bank of Tunisia, which is responsible for examining it within a period not exceeding one month from the date of communication of the documents necessary for the study of the file.

The Central Bank of Tunisia may request from the applicant, within a period of 15 days from the presentation of the application, any information or document necessary for the study of the file.

Art. 189 - Banks established in Tunisia before the promulgation of this law, in the form of branches belonging to foreign banks having their registered office abroad, must allocate an endowment at least equal to half of the minimum capital provided for in Article 32 of this law, provided that the parent company presents a letter of guarantee for the difference between the required minimum capital and the allocated endowment. The Central Bank of Tunisia shall define the model of the letter of guarantee.

These banks are not subject to the provisions of Article 31 of this law.

Art. 190 - All operating and remuneration expenses of the members of the approval commission, the resolution commission and the sanctions commission shall be charged to the budget of the Central Bank of Tunisia.

A government decree shall set the conditions for the application of this article.

Title XI

Transitional provisions

Art. 191 - The implementing texts of Law No. 2001-65 of 10 July 2001, relating to credit institutions shall remain applicable until their revision or amendment, in accordance with this law.

Art. 192 - The expression "banks and financial institutions" provided for by this law replaces the expression "credit institutions" provided for in the laws and regulatory texts in force.

Art. 193 - Banks and financial institutions exercising their activity on the date of promulgation of this law must, within a period not exceeding one year from the date of its entry into force, regularize their situations in accordance with the provisions of Article 32 of this law, with the exception of branches established in Tunisia of foreign banks having their registered office abroad and which must present a letter of guarantee within a period not exceeding 2 months from the date of publication by the Central Bank of Tunisia of the standard model in accordance with the provisions of Article 189 of this law.

Art. 194 - Banks and financial institutions exercising their activity on the date of promulgation of this law must, within a period of six months from the date of its entry into force, regularize their situation in accordance with the provisions of Articles 46, 47, 51, 52, 57 and 58 of this law.

Art. 195 - Banks and financial institutions are granted a period of three years to comply with the provisions of Article 75 of this law, provided that they present to the Central Bank of Tunisia, within a period of six months from the date of entry into force of this law, an action plan that defines the methods and deadlines for regularizing exceedances of participation thresholds, with a view to complying with the aforementioned provisions.

Art. 196 - The provisions of Article 70 of this law shall enter into force as from the 2017 financial year, provided that, for the 2016 financial year, the general meeting of shareholders is held at the latest within the six months following the closing of the financial year, in accordance with the provisions of Article 275 of the Commercial Companies Code.

Art. 197 - The provisions of the last paragraph of Article 93 of this law are not applicable to the current terms of the statutory auditors, before the promulgation of this law.

Art. 198 – The provisions of Law No. 2001-65 of 10 July 2001, relating to credit institutions, are repealed.

This law will be published in the Official Journal of the Tunisian Republic and executed as a law of the State.

Tunis, 11 July 2016.
The President of the Republic
Mohamed Béji Caïd Essebsi