Comision para el Mercado Financiero (CMF)

The Council for the Financial Market has issued a regulation establishing practical, risk-based measures for stockbrokers, portfolio management companies, and crowdfunding service providers to combat money laundering, terrorism financing, and weapons proliferation. The regulation mandates comprehensive customer due diligence, including strict identity verification for regular and occasional clients, enhanced monitoring of politically exposed persons, and mandatory screening against national and international sanctions lists. Establishments are required to maintain internal risk mappings, freeze assets of designated entities without prior notification, and designate qualified contact points to ensure continuous compliance with targeted financial sanctions.

The Tunisian Capital Market Authority updates the official roster of companies and organizations making public appeals to capital, reflecting El Amana Takaful’s name change to Al Baraka Assurances, its registered office relocation, the public launch of FCPR NOUMOU, and the liquidation closure of FCP IRADETT 50, FCP HELION SEPTIM, and FCC BIAT-CREDIMMO 1 & 2. The revised listing categorizes 75 companies admitted to the Main Market stock exchange and 110 unlisted entities, while detailing numerous SICAV and FCP investment funds with their respective management structures. This authoritative compilation ensures market transparency by formally designating all qualifying entities eligible for public capital offerings under current regulatory standards.

The Financial Market Council of Tunisia issued this regulation on November 11, 2024, establishing the operational conditions for securities crowdfunding investment activities. The decree mandates compliance with specific licensing and procedural requirements for entities conducting crowdfunding in securities within the Tunisian market. It was formally approved by Minister of Finance Sihem Boughdiri Nemsia and published in the Official Journal on November 19, 2024.

The Tunisian President, acting on the proposal of the Minister of Industry and multiple financial statutes, issued Decree No. 2022-765 to formally regulate the Crowdfunding activity in securities investment. The decree requires service companies to obtain prior approval from the Financial Market Council, maintain a minimum fully paid capital of 100,000 dinars, and appoint qualified executives with at least three years of relevant experience. It caps total project funding at one million dinars and individual contributor participation at ten thousand dinars, while mandating robust compliance, data protection, and risk management frameworks to safeguard investors.

The Financial Market Council issued this regulation to govern public offers to savings and securities admissions in Tunisia, mandating the preparation, visa application, and dissemination of prospectuses by issuers and stockbrokers. It establishes detailed requirements for prospectus content, including financial statements, Sharia compliance attestations for sukuk, and conditions for abridged or reference documents, while defining timelines for visa requests, firm commitments, and public dissemination. The regulation further outlines the roles of auditors, guarantors, rating agencies, and the Council’s authority to modify, refuse, or exempt prospectuses based on material facts and operational structures.

The Tunisian Official Printing House promulgated the Commercial Companies Code (Law No. 2000-93) to unify and modernize the legal framework governing all commercial companies, establishing standardized rules for incorporation, capital contributions, corporate governance, statutory auditing, and public disclosure. The Code mandates existing companies to regularize their status within one year, introduces flexible contribution types (cash, in-kind, industry), and strengthens the oversight role of statutory auditors while defining clear eligibility criteria for directors and shareholders. It further standardizes registration, publication procedures, and corporate transformations, ensuring legal certainty for domestic and foreign investors operating under Tunisian jurisdiction.

The Central Bank of Tunisia issued Circular 2021-09 to establish the authorization conditions for residents to subscribe in foreign currency to assets of fund of funds and specialized investment funds. Residents must obtain prior approval through an approved intermediary by submitting Form No. 2 along with specific documentation, including information sheets, sworn declarations, tax returns, financial statements, and legal files, though exemptions apply to state entities, banks, and investment companies. The circular further mandates that management companies verify subscribers' status as informed investors, dictates the collection of proceeds in either dinars or foreign currency depending on funding sources, and enters into force upon notification.

The Assembly of Representatives of the People, promulgated by the President of Tunisia on August 6, 2020, enacted Law No. 2020-37 to legally regulate the Crowdfunding sector by establishing dedicated service providers, standardized contracts, and segregated funding accounts. The legislation mandates that Crowdfunding activities operate through specialized Tunisian companies under the oversight of the Financial Market Council, the Central Bank of Tunisia, and the Microfinance Control Authority, depending on whether they facilitate securities investment, loans, or donations. It further imposes strict governance, qualification, and reporting obligations on service providers while exempting platform projects from traditional prospectus requirements to stimulate investment and entrepreneurship.

The Tunisian Chamber of Deputies and President promulgated Law No. 2001-83 establishing the Code of Collective Investment Schemes, which consolidates and updates regulations for investment companies and securities funds. The Code mandates strict capitalization, governance, and reporting standards for variable capital investment companies (SICAVs) and securities investment funds (FCPs), while introducing specialized risk/venture capital funds, fund-of-funds structures, and simplified subscription procedures for sophisticated investors. It further enforces mandatory asset inventories, statutory audits, Financial Markets Council oversight, and specific redemption or liquidation timelines to ensure market stability and investor protection.

The Financial Market Council issued General Decision No. 23 of March 10, 2020 to establish uniform criteria and procedures for designating independent members of the board of directors and supervisory boards, as well as minority shareholders' representatives. The decision mandates a formal call for applications published at least ten days prior to closing, requiring candidates to demonstrate specific qualifications, independence from corporate interests, and clean legal records. It further outlines strict eligibility thresholds, detailed application file requirements, a structured selection process involving the Financial Market Council's prior opinion, and specific rules for minority shareholder elections, including quorum requirements, voting mechanisms, and ratification by the ordinary general meeting.

The government issued Decree No. 2019-419 on May 17, 2019, to establish implementation procedures for United Nations resolutions addressing counter-terrorism financing and weapons of mass destruction non-proliferation. The decree requires all relevant entities to apply these procedures in accordance with the competent UN bodies' mandates. As the French version remains unavailable, parties must rely on the Arabic text for authoritative compliance guidance.

The Tunisian Head of Government issues two consecutive government decrees establishing operational procedures for reserving company names, trade names, and signs, while simultaneously defining beneficial ownership criteria based on a 20 percent capital or voting rights threshold, actual control mechanisms, and senior management positions. The first decree mandates electronic or paper applications, six-month renewable certificates, and daily publication of reserved identifiers by the National Business Register Center. The second decree extends these beneficial ownership verification measures to trusts and similar legal constructions, requiring financial intermediaries to declare their trustee status during business relationships or transactions.

The Tunisian Financial Analysis Commission issued this guide to require stockbrokers and portfolio management companies acting on behalf of third parties to implement comprehensive anti-money laundering, terrorism financing, and proliferation financing measures. It mandates strict client identification, beneficial owner verification, record retention, and suspicious transaction reporting through robust internal controls. The guide establishes precise thresholds for occasional transactions, defines designated entities subject to targeted financial sanctions, and outlines specific procedures for verifying clients against official lists.

The Tunisian Ministry of Finances, acting on the Head of Government’s proposal, issues regulations governing the issuance of Islamic sukuks for private sector joint-stock companies. The decree establishes eligibility criteria, including a minimum paid-up capital of one million dinars and three years of operation, while mandating compliance with financial market regulations for public offerings. It further specifies mandatory disclosure requirements in subscription certificates, outlines notification procedures for non-public issuances, and requires Sharia committee approval alongside clear redemption and yield terms.

The Tunisian Assembly of Representatives of the People, promulgated by President Mohamed Béji Caïd Essebsi on April 17, 2018, enacted Law No. 2018-20 to establish an incentive framework for startups based on creativity, innovation, and new technologies. The legislation defines startup eligibility criteria—including an eight-year age limit, capital ownership thresholds, and innovation-driven business models—and mandates a centralized electronic portal for label administration and compliance monitoring. It grants startups significant financial benefits, including corporate tax exemptions, state-covered social security contributions, patent registration fee coverage, access to venture capital guarantees, and specialized leave and grant provisions for founders and employees.

The Tunisian Financial Market Council has issued this regulation to establish practical due diligence measures for combating money laundering, countering terrorism financing, and preventing the proliferation of weapons. It mandates stock exchange intermediaries and portfolio management companies to verify client identities, identify beneficial owners, screen against terrorist and targeted sanctions lists, and apply enhanced monitoring to high-risk persons and unusual transactions. The regulation further standardizes record-keeping, third-party reliance procedures, electronic transfers, and cash receipt limits to ensure consistent compliance across the financial sector.

The Tunisian Prime Minister, on the proposal of the Ministry of Finance, issued Government Decree No. 2017-1332 to establish approval conditions for the creation, management, and early liquidation of sukuk common funds. The decree mandates that the Financial Market Council grant approvals, defines the custodian's organizational and operational independence, and outlines strict custody, reporting, and control obligations for fund managers. It further regulates public offerings by requiring approved prospectuses, specifies early liquidation procedures including asset evaluation and periodic reporting, and assigns execution responsibilities to the Finance Minister and Financial Market Council President.

The Tunisian Prime Minister, acting on the Finance Ministry's proposal, issued Government Decrees No. 2017-1333 and No. 2017-1334 on December 6, 2017. The first decree establishes the approval criteria, capital requirements, and Sharia compliance obligations for management companies operating common sukuk funds, while detailing early liquidation procedures. The second decree supplements existing customs regulations by defining the specific list of imported raw materials exempt from duties for local medicine manufacturing under tariff codes 30.03 and 30.04.

The Tunisian Financial Market Council (CMF) issued this September 2017 guide to clarify the practical application of preventive measures against market misconduct regarding inside information. Issuers are required to establish written procedures, maintain updated lists of insiders and persons with close links, define mandatory trading blackout periods, and ensure timely declarations of securities holdings, monthly operations, and significant transactions. These obligations apply to directors, senior management, and affiliated individuals, who must be formally notified of their status and the associated sanctions to prevent improper use or disclosure of privileged information.

The Tunisian Ministry of Finance and the Financial Market Council (CMF) issued this regulation to establish prevention rules and sanctions for market abuses involving privileged information and price manipulation. It defines key terms such as reference shareholders, insiders, and transactions without economic justification, while mandating written procedures, insider lists, and strict trading blackout periods for listed companies. Furthermore, it prohibits insiders from using or communicating privileged information, outlines specific price manipulation maneuvers, and exempts certain stabilizing purchases and liquidity contract operations from being classified as market abuses.

The Financial Markets Council issued this regulation to establish comprehensive rules for the maintenance and administration of securities accounts in Tunisia. It mandates that issuers, authorized intermediaries, and administrators maintain separate registers, general journals, and standardized agreements to ensure accurate tracking of ownership, rights, and restrictions. The framework further standardizes account opening procedures, information disclosure requirements, portfolio segregation, and termination protocols to enhance market security and operational transparency.

Issued by the Financial Information Processing Unit (CTAF), this standardized form requires designated financial institutions and non-financial professions to submit a Suspicion Declaration (DS) for operations potentially linked to illicit funds or terrorism financing under Organic Law No. 2015-26. It mandates precise identification of clients, beneficial owners, and related parties alongside detailed financial account data, transaction specifics, and supporting documentary evidence. The form further standardizes the analytical framework for money laundering and terrorism financing indicators, ensuring consistent regulatory reporting through structured KYC documentation and dual authorization signatures.

The Tunisian Prime Minister, on the proposal of the Minister of Development, Investment and International Cooperation, issued Government Decree No. 2017-388 to establish the composition and organizational framework of the Supreme Investment Council, while defining the administrative and financial structure of both the Tunisian Investment Instance and the Tunisian Investment Fund. The decree mandates that these bodies operate under clear statutory rules, detailing their respective councils, executive directors, technical units, and financial oversight mechanisms to streamline investment promotion and subsidy management. It further standardizes reporting obligations, budgetary procedures, and state supervision to enhance transparency and efficiency in Tunisia's investment climate.

The Tunisian Head of Government issued Government Decree No. 2017-389 to establish the rates, ceilings, and eligibility conditions for financial bonuses supporting direct investments under the Investment Law. The decree details four primary incentive categories—value-added and competitiveness, regional development, employability capacity, and sustainable development—each with specific percentage rates, monetary caps, and sector-specific adjustments for agriculture, fisheries, and aquaculture. It further mandates procedural compliance through a unified declaration form, requires minimum equity contributions of 30 percent (reduced to 10 percent for category A agricultural investments), and caps the cumulative value of all bonuses at one-third of the approved investment cost, not exceeding five million dinars.

The Tunisian Financial Analysis Commission mandates that obligated financial entities implement robust procedures to identify, verify, and periodically update the beneficial owners of their clients. These measures apply during business relationship establishment, occasional transactions exceeding 10,000 dinars, or when money laundering or terrorist financing suspicions arise. The decision defines beneficial owners as natural persons who ultimately own, control, or benefit from clients, specifying distinct identification criteria for companies, non-corporate legal entities, and foreign-law trusts or earmarked estates.

The Tunisian Financial Analysis Commission issued Decision No. 2017-01 to establish mandatory guidelines for designated entities to declare suspicious operations and transactions using the prescribed model and required supporting documents. Submitters must deliver sealed, confidential declarations with a duplicate submission form to the Commission's Registry Office, which will provide a filing reference for all subsequent correspondence. This decision formally repeals the 2006 declaration framework and takes effect on March 15, 2017.

The Tunisian Financial Analysis Commission issued Decision No. 2017-02 to establish comprehensive guidelines for financial professions on detecting and reporting suspicious operations and transactions under anti-money laundering and counter-terrorism financing laws. The decision mandates strict client identity verification, risk-based profiling, enhanced due diligence for politically exposed persons and high-risk jurisdictions, and the appointment of dedicated compliance correspondents within financial institutions. It further requires immediate reporting of suspicious activities, mandatory fund freezing upon regulatory order, and the systematic retention of client records for a minimum of ten years.

The Financial Markets Council issued General Decision No. 22 on November 9, 2016, to mandate that natural persons processing post-market operations with the Central Securities Depository must hold a professional card issued by the Stockbrokers Association. The decision establishes a formal aptitude examination, registration requirements, and annual reporting obligations for employing institutions, while introducing a three-year transitional exemption for existing staff who meet specific experience or educational criteria. It further defines the conditions, procedures, and timelines for card withdrawal, replacement, and record retention to ensure continuous regulatory oversight of securities processing activities.

The Tunisian Assembly of People's Representatives and the President promulgated Law No. 2016-71 to establish a unified legal regime for domestic and foreign investment across all economic sectors. The legislation mandates the creation of three key governance bodies—the Supreme Council for Investment, the Tunisian Investment Agency, and the Tunisian Investment Fund—while guaranteeing investors national treatment, property rights, capital transferability, and access to state-funded bounties and incentives. It further standardizes market entry procedures, defines strict compliance and monitoring obligations for beneficiaries, and establishes clear conciliation and arbitration mechanisms for resolving state-investor disputes.

The Tunisian Head of Government, upon the Minister of Finances' proposal, issued Government Decree No. 2016-1098 to establish the organizational structure and operating procedures of the Tunisian Financial Analysis Commission. The decree mandates a six-year appointed membership, defines quorum and voting rules for meetings, and outlines the Commission's core duties including monitoring suspicious transaction declarations, approving national risk assessments on money laundering and terrorism financing, and coordinating with relevant public authorities. It further details the functions of the Steering Committee and Operational Unit, establishes a General Secretariat led by a Central Bank executive, allocates funding from the Central Bank's budget, and repeals previous 2004 and 2011 decrees governing the Commission.

The Tunisian Assembly of People's Representatives enacted Law No. 2016-48 to regulate banking operations, supervision, and the licensing framework for banks and financial institutions operating in Tunisia. The legislation defines core banking activities—including public deposits, credit granting, leasing, factoring, Islamic finance, and payment services—while establishing distinct categories for standard banks, financial institutions, investment banks, and payment establishments. It mandates prior approval from a newly created Approval Commission based on the Central Bank of Tunisia's assessment, detailing capital requirements, governance standards, shareholder qualifications, and specific operational rules for Islamic banking and foreign exchange.

The Presidency of the Government of Tunisia issued Government Decree No. 2016-771 to establish the composition, powers, and operational procedures of the Strategic Council for Public-Private Partnerships. The decree mandates that the council, chaired by the Head of Government or a representative, comprises ministers and four appointed representatives who will adopt national PPP strategies, monitor implementation, and propose anti-corruption measures. Furthermore, it sets strict quorum rules, meeting frequencies, and a permanent secretariat to ensure the council effectively oversees sectoral priorities and five-year project programs.

The Tunisian Prime Minister issued Government Decree No. 2016-772 to establish the comprehensive conditions and procedures for awarding public-private partnership (PPP) contracts. The decree mandates that public entities conduct preliminary and financial impact studies, obtain conforming opinions from the general PPP authority and the finance minister, and select private partners through restricted tenders, competitive dialogue, or direct negotiation. It further standardizes preselection criteria, confidentiality safeguards, offer evaluation methods, and mandatory contractual disclosures to ensure transparent, financially sound PPP project execution.

The Tunisian Parliament enacted Law No. 2016-36 on April 29, 2016 to establish a unified legal framework for collective proceedings and corporate insolvency. The statute mandates specific judicial procedures for debt restructuring, creditor claims, and the appointment of administrators to oversee distressed enterprises. While the official French text awaits publication in the Official Journal of Tunisia, this English version fully captures the enacted requirements and procedural mandates.

The Tunisian President promulgated Law No. 2016-35 of April 25, 2016, establishing a macro-prudential surveillance committee within the Central Bank of Tunisia. The law mandates that this committee, chaired by the Central Bank Governor and comprising key financial regulators, issues recommendations to ensure systemic stability, prevent systemic risks, and coordinate financial crisis management. Furthermore, it requires sectoral regulatory authorities to implement these recommendations or provide reasoned justifications for any delays or refusals, while granting the committee powers to maintain confidentiality and conclude international cooperation agreements.

The Tunisian Minister of Finance issued a series of ministerial orders on 1 March 2016 to amend governmental decrees, appoint a deputy director for the National Tobacco and Matches Agency, and establish specific monetary thresholds under Law No. 2015-26 for anti-terrorism and anti-money-laundering compliance. The orders exempt legal entities with revenues or reserves under 30,000 dinars from certain obligations, mandate vigilance measures for precious metals merchants and casino executives on transactions of 15,000 and 3,000 dinars respectively, and require customs declarations for foreign currency imports or exports exceeding 10,000 dinars. Additionally, the Ministerial Order amends accounting rules for insurance and reinsurance by updating collective investment scheme limits to 10 percent of technical provisions, introducing a new article for Takaful insurance that mandates at least 20 percent of technical provisions be held in State-guaranteed Sukuk.

The Tunisian Minister of Finance, acting on the Financial Markets Council’s proposal, issued this Order to formally approve the regulation governing the Central Securities Depository. The approved framework establishes the Depository’s core custody and settlement missions, defines eligibility and participation requirements for intermediaries, issuers, and investors, and mandates robust risk management, internal governance, and confidentiality protocols. It further standardizes the admission and delisting procedures for securities while ensuring continuous oversight by the Financial Markets Council and the Central Bank of Tunisia.

The regulatory authority issued Organic Law No. 2015-26 on August 7, 2015 to establish counter-terrorism measures and anti-money laundering enforcement mechanisms. This notice indicates that the modified French translation of the law is currently pending publication. Stakeholders are instructed to rely on the official Arabic version until the French text becomes available.

The Financial Markets Council issued General Decision No. 20 of December 26, 2013 to establish standardized procedures for the establishment and liquidation of venture capital funds (FCPR) and seed funds, while defining related modifications and information obligations. The decision mandates management companies to submit detailed approval applications, updated internal regulations, and prospectuses adhering to specific annex models, ensuring unitholders receive timely information on lock-up periods, fees, and risk profiles. It further requires quarterly and annual statistical reporting, real-time net asset value filings, and clear protocols for both approved and non-approved fund modifications to protect investor interests.

The Tunisian Constituent National Assembly, promulgated by President Mohamed Moncef El Marzougui on December 9, 2013, enacted Law No. 2013-48 to establish a comprehensive regulatory framework for Islamic investment funds. The law mandates that each fund maintain an independent Shariah supervisory committee and an internal Shariah audit unit to ensure transactional compliance with Islamic financial standards through binding fatwas. It further requires transparent disclosure of fund structures, Shariah compliance mechanisms, non-compliant income management, and Zakat obligations, while granting existing investment companies a one-year transition period to convert under the new regime.

The Constituent National Assembly and President of Tunisia enacted Law No. 2013-30 to establish a comprehensive legal framework for Islamic Sukuk, defining them as negotiable Shariah-compliant securities representing equal ownership shares in assets or services. The legislation mandates a common fund structure overseen by an independent management company and a bank depositary, while requiring a binding Shariah supervisory committee to issue fatwas and conduct audits. It further details issuance procedures, registration, trading conditions on the Tunis Stock Exchange or foreign markets, and the liquidation process upon sukuk extinction.

The Financial Markets Council issued General Decision No. 19 of April 11, 2013, requiring natural persons managing securities portfolios for third parties or collective investment schemes to hold a professional card. The decision mandates passing a stockbrokers' association-administered aptitude exam for issuance, outlines automatic renewal upon employer changes, and specifies withdrawal grounds including regulatory sanctions, suspensions over one month, or inactivity exceeding three months. It further provides a three-month transitional window for existing practitioners to obtain specific cards based on experience or academic qualifications, while granting regulated entities twelve months to regularize staff lacking the required credentials.

The Financial Market Council issued this regulation to establish comprehensive approval, operational, and reporting requirements for Collective Investment Undertakings in Securities (CIUS), including SICAVs and FCPs, as well as venture capital and risk mutual funds. It mandates detailed prospectus publication, defines manager and depositary responsibilities, outlines liquidation procedures, and introduces an expedited approval pathway for funds targeting sophisticated investors. Furthermore, it specifies asset allocation thresholds, fee disclosures, and reporting timelines to ensure transparency and regulatory oversight across all authorized financial products.

The Tunisian Head of Government issued Decree No. 2012-3416 to establish the precise conditions and procedures for delivering securities and commercial instruments under repurchase agreements, mandating delivery upon registration or endorsement respectively. This decree repeals and replaces the prior 2003 regulations governing purchase transactions with resale obligations, streamlining compliance for financial market participants. Additionally, the official journal records supplementary appointments and extensions by the Ministry of Finance and Ministry of Agriculture to strengthen oversight and technical board representation.

The Constituent National Assembly of Tunisia enacted Law No. 2012-24 to regulate securities lending agreements (with delivery) by defining their contractual structure, permissible assets, and authorized intermediaries. The legislation mandates that these agreements be executed through banks or authorized financial institutions under a standard framework agreement published by the Central Bank of Tunisia, while granting the Public Treasury specific borrowing powers and establishing clear remedies for default. Additionally, Law No. 2012-25 extends statutory deadlines for supplementary finance operations until March 31, 2013, ensuring continuity of fiscal measures.

The Tunisian Head of Government, on the proposal of the Minister of Finance, issued Decree No. 2012-2945 to define and classify qualified investors under existing investment company laws. The decree establishes specific criteria for institutional, corporate, and natural person investors, including financial thresholds, sector experience, and initial subscription amounts. It further recognizes foreign-recognized investors and mandates the Minister of Finance to execute and publish the decree in the Official Journal.

The Tunisian President promulgated Law No. 2009-64, which establishes the Code for the Provision of Financial Services to Non-Residents to regulate financial products and services provided by non-resident service providers to both resident and non-resident persons. The Code introduces a dedicated non-resident compartment on the Tunis Securities Exchange, defines financial instruments and expert funds (including OPCVM ARIA and SICAV ARIA), and sets out capital, governance, custody, and regulatory cooperation requirements. It repeals prior banking laws for this sector, establishes a two-year transitional period with specific tax and regulatory benefits, and empowers the Financial Market Council to oversee admission, supervision, and cross-border information exchange.

The Tunisian Ministry of Finance, under the Head of Government, issued Decrees No. 2012-890 and No. 2012-891 on July 24, 2012, to implement specific provisions of investment company and collective investment scheme laws. Decree 890 expands the permissible intervention methods for venture capital investment companies, allowing up to 30% of paid-up capital and fund amounts in current account advances, convertible bonds, and participatory securities, while clarifying fiscal advantages for newly issued bonds linked to project results. Decree 891 sets a 15% cap on risk investment common funds' investments in single issuers during subscription periods and permits up to 30% of fund assets for similar equity-assimilated interventions, thereby easing regulatory constraints on venture capital and risk fund operations.

The Prime Minister of Tunisia, on the proposal of the Ministry of Finance, issued Decree No. 2012-891 to implement Articles 22 ter and 22 quater of the Collective Investment Funds Code, establishing specific caps on fund interventions (15% per issuer and 20% per fund) and employment rates for convertible bonds, while repealing Decree No. 2006-381 and amending the administrative organization of the Tunisian Solidarity Agency. The decree mandates that risk investment common funds allocate their assets within two years of share release, ensures tax advantages apply to newly issued bonds linked to project results, and sets a 30% aggregate limit on equity-assimilated interventions. These measures streamline venture capital and seed fund operations, clarify regulatory compliance thresholds, and strengthen oversight mechanisms for public financial entities.

The Financial Markets Council issues this General Decision requiring fund managers to submit a standardized annual information sheet detailing operating income, expenses, net results, equity, managed assets, client accounts, and personnel. The regulation mandates that managers of collective investment undertakings in securities and portfolio management entities transmit this completed form to the Council within four and a half months following their financial year-end. By standardizing reporting on discretionary commissions, ancillary income, external charges, and employee profit-sharing, the decision ensures consistent regulatory oversight of financial market participants.

The Financial Markets Council issued Decision No. 18 of June 21, 2012, which establishes the approval and notification procedures for modifications in portfolio management companies for third-party accounts. It mandates prior Council approval for substantive changes such as new activities, capital control shifts, mergers, director changes, branch additions, and delegated management operations, requiring a formal submission file and public press releases. Conversely, administrative changes like name or contact updates require immediate notification without prior approval, with all modifications subject to specific dissemination timelines and statutory auditor reporting.

The Financial Markets Council issued General Decision No. 17 of June 21, 2012 to establish the regulatory framework for Compliance and Internal Control Officers within Tunisian securities portfolio managers. The decision mandates that these officers operate independently with dedicated resources, possess specific national and professional qualifications, and execute comprehensive oversight duties including risk mapping, procedure validation, client interest protection, and IT security monitoring. Furthermore, it standardizes appointment procedures, semi-annual reporting obligations to the Council and management boards, and transition protocols for officer vacancies or resignations.

The Financial Market Council issued this specification sheet to establish mandatory operational, technical, and internal control standards for approved intermediaries administering securities accounts. It requires these entities to maintain adequate human and material resources, implement robust IT systems with physical and logical security, and establish a permanent control manager function independent of operational units. Furthermore, the document mandates strict accounting procedures, including chronological recording, verifiable data linkage, permanent asset verification, and timely settlement reporting to ensure the security of securities holders' assets.

The Financial Market Council issues this specification sheet requiring non-public companies to maintain, update, and record securities accounts by category in compliance with specified decrees. Issuers must open individual accounts for each holder, maintain a general journal and register detailing ownership transfers, rights, restrictions, and intermediary details, and issue dated, numbered certificates upon request. Furthermore, issuers are obligated to retain all supporting accounting documents for the statutory period and file a signed copy of this agreement with the Council's order desk in Tunis.

The Financial Market Council issued this specification sheet to establish mandatory holding and conservation standards for securities accounts of companies offering securities to the public. It requires authorized intermediaries and issuers to maintain robust human resources, IT infrastructure, and internal control functions that ensure operational reliability, data security, and independent oversight. Furthermore, the document mandates precise double-entry accounting, daily journalized records, strict archiving protocols, and systematic reconciliation with depositary institutions to guarantee asset protection and regulatory compliance.

The Financial Markets Council issued General Decision No. 15 on November 25, 2011, granting stockbrokers a 12-month grace period to regularize the professional card status of their securities portfolio managers. The decision establishes an exceptional certification pathway requiring either eight years of recent management experience or five years plus a master’s degree, with applications processed by the Association of Stockbrokers. This measure remains valid for three months after official publication and applies to any stockbroker that submits a timely application meeting the specified eligibility criteria.

The Tunisian Parliament enacted Law No. 2010-29 to incentivize companies to list their ordinary shares on the Tunis Stock Exchange by reducing their corporate tax rate from the standard level to 20%, or 15% for companies taxed at 25%, provided a public float of at least 30% is maintained for five years. The legislation mandates that delisting during the incentive period triggers forfeiture of the tax benefit and payment of the rate differential plus late penalties, with limitation periods restarting from January 1 following delisting unless non-attributable reasons are certified by the Financial Markets Council. Furthermore, companies listing on the Alternative Market may deduct a graduated portion of their operating and exceptional profits over four years, subject to social security regularization and valid exchange certification.

The Tunisian Minister of Finance, acting on the Capital Market Authority's proposal, issued this regulation to approve and standardize the operational framework for debt mutual funds and their management companies. It mandates strict licensing criteria, organizational independence, conflict-of-interest safeguards, and comprehensive reporting obligations for management companies, while establishing detailed procedures for fund formation, share issuance, public advertising, and liquidation. Furthermore, it defines the custodian's independent role in asset safekeeping, decision supervision, and regulatory compliance to ensure market transparency and investor protection.

The Tunisian Minister of Finance issued this April 1, 2009 Order to establish and regulate the client guarantee fund of the securities market and financial products, entrusting its management to the Tunis Securities Exchange. The Order mandates that stock exchange intermediaries fund the guarantee pool through a 5% transaction commission share and annual 1,000-dinar contributions, which cover non-commercial risks such as failed fund returns, security deliveries, and counterparty payments. It establishes a clear claims procedure requiring clients to file within three months of a default notice, with compensation capped at 30,000 dinars per client and limited to two-thirds of the fund's available resources.

The Financial Markets Council issued General Decision No. 14 to standardize the content and submission of compliance officers' reports for stockbrokers in Tunisia. The decision mandates that these biannual reports follow a prescribed model detailing the firm's structure, capital, management, operational resources, and adherence to legal obligations regarding client funds, professional cards, and internal controls. Stockbrokers must submit the completed reports on paper and magnetic media to the Council within one month of each semester's end, ensuring transparent oversight of regulatory compliance and risk management.

The Financial Markets Council issues General Decision No. 13 to establish mandatory processing conditions and technical security standards for stock orders transmitted via Internet or traditional channels. The regulation mandates that stockbrokers implement certified electronic signature systems, automated order verification mechanisms, and robust data retention protocols to ensure transaction integrity, client identification, and fraud prevention. Furthermore, it requires continuous system audits, secure server infrastructure, and monthly paper backups to guarantee the long-term validity and accessibility of electronic trading registers.

The Financial Markets Council of Tunisia issued General Decision No. 12 to establish the eligibility criteria and procedural requirements for obtaining a professional card mandatory for market surveillance personnel at the Tunis Stock Exchange. The decision mandates that designated officers possess appropriate technical resources and decision-making autonomy, submit detailed applications containing updated curricula vitae and sanction disclosures to the Council for approval within fifteen days, and comply with strict card withdrawal rules upon cessation of duties or disciplinary action. Additionally, it requires the designated market surveillance officer to prepare and transmit an annual operational report detailing organizational structure, task performance, observations, and corrective measures to both the Council and the Exchange's Board of Directors within three months of fiscal year-end.

The Tunisian President, on the proposal of the Minister of Finance, issued Decree No. 99-2478 to establish the statutory framework governing stock exchange intermediaries, detailing their approval conditions, procedural requirements, and capital thresholds. The decree mandates that both natural persons and specialized joint-stock companies obtain principle and final approvals from the Financial Market Council, while strictly regulating executive conflicts of interest, capital participation limits, and professional card issuance. It further codifies core operational activities—including financial canvassing, listing sponsorship, and portfolio management—alongside the suspension or withdrawal mechanisms to safeguard client and market interests.

The Financial Markets Council issued General Decision No. 10 to define the approval criteria and ongoing obligations for listing sponsors operating on the Tunis alternative market. The decision requires approved entities, including credit institutions and specialized firms, to maintain financial analysts, implement conflict-of-interest safeguards, and conduct rigorous due diligence to verify issuer compliance with legal and periodic reporting requirements. Additionally, listing sponsors must document their work in a ten-year register, ensure transparent remuneration, and actively assist issuers in remedying information breaches while reporting non-compliance to the Council and the Tunis Stock Exchange.

The Financial Market Council (CMF) issued General Decision No. 11 to establish the approval procedures for stock exchange intermediary companies exercising market making activities. The decision mandates that qualifying firms maintain a minimum net equity of 3 million dinars and submit documented applications to the CMF, while designating specific staff members to oversee operations and reporting. It further requires that market makers record transactions in dedicated accounts, preserve information confidentiality, and adhere to practical exchange regulations published by the Tunis Securities Exchange.

The regulatory authority mandates the use of two standardized tracking tables, the General Operations Journal and the General Operations Register, to systematically record all securities transactions. These tables require detailed reporting of account identifiers, transaction and registration dates, debit/credit balances, attached voting and dividend rights, ownership origins, encumbering restrictions, and approved administrative intermediaries. By standardizing these data fields across trading, registration, and judicial sales, the framework ensures precise auditability and transparent tracking of securities ownership and associated rights.

The Tunisian Financial Markets Council issued this regulation to establish comprehensive operational, organizational, and conduct standards for common debt funds (FCC) and their management companies. It mandates strict capital, governance, and internal control requirements for management firms while detailing approval procedures, public offering prospectus rules, and mandatory semi-annual and annual reporting obligations. Furthermore, the regulation enforces conflict-of-interest prevention, transparent remuneration, and continuous supervisory oversight to protect shareholders' interests and ensure market stability.

Issued by national regulatory authorities between 1996 and 2000, this document establishes the Conceptual Framework for Financial Accounting to standardize financial reporting and guide accounting standard development. It defines the framework's four-tier hierarchical structure, identifies primary internal and external users, and prioritizes investor needs to ensure financial statements provide relevant, reliable, comparable, and understandable information for economic decision-making. The framework mandates the application of core qualitative characteristics, underlying assumptions such as going concern and accrual accounting, and specific conventions including historical cost, revenue realization, expense matching, and objectivity to ensure consistent preparation, measurement, and disclosure of financial data.

The President of the Republic of Tunisia, upon proposal from the Minister of Finance, issued Decree No. 2006-1546 to implement specific provisions of the Commercial Companies Code regarding statutory audit thresholds and rotation rules. The decree establishes precise numerical limits for balance sheet totals, net revenue, and employee counts that determine audit obligations under Articles 13, 13 bis, 13 ter, 13 quater, and 256 bis. It further defines practices constituting a breach of the statutory auditor rotation principle, sets consolidated financial statement thresholds at 100 million dinars for balance sheets and 25 million dinars for credit commitments, and specifies the calculation criteria for all applicable financial metrics.

The Tunisian President, acting on the proposal of the Minister of Finance, issued Decree No. 2006-1294 to implement Article 23 of Law No. 2005-96 by establishing a minimum capital of 100,000 dinars for portfolio management companies and requiring them to maintain capital equal to at least 0.5% of managed assets until reaching 500,000 dinars. The decree mandates that the Financial Market Council grant approvals based on submitted applications and activity plans within one month, while subjecting mergers, demergers, and controlling capital acquisitions to prior regulatory approval. Furthermore, it disqualifies individuals with final convictions for financial crimes or bankruptcy from managing these companies and requires the safeguarding of client securities and cash with licensed banks, alongside the appointment of a compliance officer.

The President of the Republic, upon proposal by the Minister of Finance, issued Decree No. 2006-1208 to establish the conditions and procedures for issuing, trading, and repaying Treasury bills in Tunisia. The decree mandates that issuances occur through auctions reserved for designated Treasury securities specialists (SVTs), who guarantee liquidity and may submit non-competitive bids, while specifying payment to the General Treasury of Tunisia and semi-annual issuance calendars. It simultaneously repeals prior decrees governing assimilable and short-term Treasury bills to consolidate their regulatory framework under a unified issuance and repayment regime.

The President of Tunisia issued Decree No. 2006-795 on March 23, 2006 to implement Articles 6 and 7 of the 1994 Financial Market Reorganization Law. The decree establishes a statutory voting rights ratio of forty percent, contingent upon no other shareholder holding a higher proportion alone or in concert. It assigns implementation responsibilities to the Minister of Finance and mandates publication in the Official Journal of the Tunisian Republic.

Issued by the President of Tunisia, Decree No. 2005-3018 establishes the eligibility criteria and disclosure requirements for joint-stock companies issuing bonds. It mandates a minimum paid-up capital of one million dinars, two years of operation, and certified financial statements for the last two fiscal years, while exempting small and medium-sized enterprises issuing convertible bonds to venture capital investors. The decree further specifies mandatory certificate contents for subscribers, repeals the 1989 bond loan regulations, and assigns enforcement to the Ministers of Finance and Justice.

The Tunisian President, acting on the Chamber of Deputies' adoption, issued Law No. 2005-96 to strengthen financial relations by regulating portfolio management for third parties through credit institutions, stock exchange intermediaries, and approved management companies. The legislation mandates strict operational independence, conflict-of-interest avoidance, client risk disclosure, and mandatory declarations to the Financial Market Council within specified timelines. It establishes a robust supervisory and disciplinary framework, imposing imprisonment or fines for unapproved operations, unauthorized use of management titles, or failure to declare activities, with penalties doubling upon recidivism.

Issued by the President of the Republic on September 24, 2005, this Decree implements Article 2 of the July 18, 2005 Seed Funds Law by defining asset composition and deployment rules for Tunisian seed funds. It mandates that at least 50% of a fund's assets be invested in equity participations or equity-linked securities of companies executing specified projects, with current account advances to these companies capped at 15% and counted toward the 50% threshold. Furthermore, it restricts exposure to any single issuer to a maximum of 15% and requires all assets to be fully deployed within four years following subscription, with unutilized funds temporarily held in securities.

The Financial Market Council issued General Decision No. 9 of July 27, 2005 to establish a standardized liquidity contract model for newly listed and existing companies on the Tunis Stock Exchange. This decision mandates major shareholders to utilize approved liquidity contracts that require intermediaries to maintain dedicated accounts, execute trades exclusively during market hours via non-block transactions, and report monthly on cash and security positions to ensure price stability without influencing market trends. The framework further defines the intermediary's independence, information confidentiality, remuneration calculation, suspension and termination triggers, and establishes Tunis courts as the competent jurisdiction for any contractual disputes.

The Tunisian State enacted Law No. 2005-58 to establish seed funds as specialized securities investment vehicles designed to strengthen the equity of innovative projects prior to their effective startup phase. The legislation mandates that these funds deploy capital through direct equity participation, shareholder current account advances, and patent exploitation to complete technical studies and commercialization processes. It further defines unit holder redemption rights, fund liquidation triggers, manager qualifications under existing financial codes, and aligns operational rules with the Collective Investment Scheme Code while permitting specific statutory derogations.

Issued by the President of Tunisia on July 18, 2005, Law No. 2005-56 establishes the legal framework for corporate spin-offs by defining them as financial and technical assistance provided to internal or external promoters launching independent ventures. The legislation mandates that sponsoring enterprises guide these promoters through project development, financing, and initial operations while recording related expenses in detailed financial annexes. Furthermore, it introduces a new tax provision allowing enterprises to deduct spin-off-related expenditures from their taxable income within decree-prescribed limits, while granting promoters access to existing leave, delegation, and patent income regimes.

The Financial Markets Council issued General Decision No. 8 of April 1, 2004 to establish detailed approval and information obligations for changes affecting the life of Securities Collective Investment Schemes (UCITS). The decision mandates prior CMF approval and specific shareholder or unitholder notification for major operational shifts, including changes to managers, depositaries, distributors, categories, guarantees, and fund names, while specifying exemption conditions when counterparties are already approved. For non-approved modifications such as fee adjustments, investment guideline changes, and administrative updates, the decision prescribes targeted press publications or periodic document disclosures, consistently granting a three-month fee-free exit right to investors when redemption commissions are affected.

The President of Tunisia, acting on the Minister of Finance's proposal, issued Decree No. 2001-2728 to mandate the registration of securities in accounts and define the roles of approved intermediaries managing those accounts. The decree establishes strict requirements for account maintenance, including mandatory updates to ownership and restriction records, the use of general operations journals, and the issuance of quarterly portfolio statements by administrative intermediaries. It further clarifies that credit institutions and stock exchange intermediaries may manage accounts, subjects them to Central Bank and Financial Market Council oversight, and mandates free dematerialization of physical securities with direct holder rights.

Issued by the President of the Republic on the proposal of the Minister of Finance, this decree implements key provisions of the Collective Investment Undertakings Code by mandating precise asset allocation ratios, issuance thresholds, and operational compliance timelines for securities collective investment undertakings and debt funds. It requires that 80% of fund assets be held in securities, establishes a fifty million dinar limit for new share issuance, and defines specific rules for short-term holdings, securities lending, and capital guarantee exemptions. The decree assigns implementation responsibilities to the Central Bank of Tunisia, the Financial Market Council, and the Minister of Finance, with final publication mandated in the Official Journal.

The Financial Market Council (CMF) issued General Decision No. 7 on June 1, 2001, prohibiting the hawking of securities, defined as immediate settlement-delivery sales at residences, workplaces, or public places, while permitting other forms of solicitation like sending documents. For permitted financial canvassing, an information note, detailing specific information for debt or equity securities, must be submitted to the CMF in four copies at least three trading days before public dissemination. Any promise to subscribe or acquire securities resulting from canvassing is only effective if it includes the solicited person's signature, date, and place, and is confirmed with the intermediary, with a copy provided to the solicited person, otherwise the promise is null.

The Tunisian legislative authorities enacted Law No. 2000-83 of August 9, 2000 to establish the comprehensive legal framework governing electronic exchanges and e-commerce. The legislation defines core terminology, mandates a National Electronic Certification Agency to authorize and supervise electronic certification service providers, and standardizes the legal validity of electronic documents and signatures. Furthermore, it codifies strict pre-contractual disclosure requirements, a 10-day consumer right of withdrawal, liability allocations for service providers and payment instrument holders, and cross-border mutual recognition protocols to ensure secure digital trade.

The Financial Markets Council issued General Decision No. 4 of April 24, 2000 to mandate that natural persons working under or on behalf of stock exchange intermediaries must hold a professional card when performing specified financial activities. The decision establishes that card issuance requires passing an aptitude examination organized by the Association of Stock Exchange Intermediaries, grants automatic cards to personnel with over eight years of experience, and defines precise conditions for card withdrawal and intermediary liability. It further requires prompt registration and notification to the Financial Markets Council and the Tunis Securities Exchange for all issuances, replacements, and withdrawals.

The Financial Market Council mandates that stock market intermediaries calculate and submit their required net equity for risk coverage by applying specific risk rates and weighting coefficients to portfolio securities based on category, listing status, public offering status, and concentration levels. Intermediaries must compute daily net equity and required risk coverage amounts, submitting monthly statements detailing portfolio composition, valuation, and compliance ratios to the Council by the fifth trading day of each month. The calculation framework incorporates statutory capital, reserves, premiums, and adjustments for inter-company holdings, guarantee fund contributions, and intangible assets to ensure permanent compliance with the 30% minimum threshold relative to portfolio value.

The College of the Financial Market Council mandates that stockbroker account opening forms must explicitly include client identity, contact details, account type, investment objectives, initial contact method, specimen signatures, and transfer or closure conditions. Stockbrokers are granted a six-month transitional period to update their client records and file powers of attorney for third-party agents in compliance with these new requirements. The decision, effective upon publication in the Official Bulletin, directly implements Article 50 of Decree No. 99-2478 to standardize account documentation across the financial market.

The Financial Market Council issued this General Decision to establish the mandatory human and material resources required for stockbrokers to obtain preliminary and final approval. It mandates that applicants assign dedicated personnel without concurrent roles, maintain segregated order-receiving and executing structures, and operate from secure premises equipped with specific IT hardware for real-time exchange and clearing systems. Furthermore, the decision requires approved timestamping mechanisms, certified telephonic recording for phone orders, and computerized register options to ensure regulatory compliance.

The Financial Market Council's College issued General Decision No. 3 on April 24, 2000, to establish the specific documentation requirements for preliminary and definitive approvals of stock exchange intermediaries, as well as subsequent modifications. The decision mandates distinct document lists for natural persons and joint-stock companies across initial applications, control officer appointments, and activity extensions or restrictions. It further outlines the procedural steps for obtaining both preliminary and definitive regulatory approvals, ensuring compliance with Tunisia's financial market reorganization law and intermediary statute.

Tunisia's Chamber of Deputies enacted Law No. 2000-35 to dematerialize securities by mandating their registration in accounts maintained by issuing entities or approved intermediaries. The legislation requires holders of previously issued bearer securities to present them within one to two years for account registration, after which unregistered holders forfeit attached rights unless the securities are sold and proceeds are held in trust for owners. It further guarantees title transfer upon intermediary suspension or bankruptcy, establishes a shortage-claim procedure under Article 497 of the Commercial Code, and repeals all conflicting prior provisions.

Issued by the President of Tunisia on December 13, 1999, and amended through 2022, this Decree establishes the regulatory framework for Stock Savings Accounts (CEA) by mandating that natural persons allocate at least 60% of deposited funds to listed equity securities or UCITS, with unallocated balances capped at 100 dinars or 2% of assets. It requires banks and stock exchange intermediaries to formalize account management via approved agreements, enforce strict 90-day utilization deadlines for deposited funds, and issue quarterly statements while withholding withdrawals during the statutory tax-blocking period unless tax compliance is certified. Furthermore, it grants account holders unrestricted access to generated income (dividends, interest, capital gains) during the lock-up period and permits seamless account transfers between financial institutions without loss of accrued rights.

The Tunisian Parliament enacted Law No. 98-4 of February 2, 1998, to regulate debt collection companies as joint-stock entities operating under the Commercial Code. The legislation mandates a minimum paid-up capital of 300,000 dinars, caps debt holdings at five times equity, and establishes a regulatory framework overseen by the Minister of Finance and the Central Bank Governor. It further defines eligibility criteria for directors, outlines debt assignment and collection procedures, and grants the finance minister authority to issue warnings, fines up to 10,000 dinars, or suspend operations for non-compliance.

The Tunisian Chamber of Deputies, promulgated by the President on December 30, 1996, enacted Law No. 96-112 to establish a unified accounting system for all natural and legal persons subject to current legislation. The law mandates the maintenance of specific accounting books, a conceptual framework, and sector-specific standards approved by the Minister of Finance, while establishing a National Accounting Council to oversee standard development and regulatory compliance. It requires companies to prepare, present, and retain financial statements—including balance sheets, income statements, cash flow statements, and notes—in Tunisian dinars within three months of fiscal year-end, with consolidated reporting for controlled entities and a mandatory ten-year retention period for all supporting documentation.

The Tunisian Minister of Finance issued this Order on 27 March 1996 to establish the rates and collection procedures for fees and commissions payable to the Financial Market Council (CMF) and the Tunis Securities Exchange (BVMT). It specifies percentage-based fees on stock market transactions, registration commissions, and annual turnover contributions for depository companies, alongside fixed visa commissions for securities issuances and public offers based on operation amounts. Furthermore, it defines ceiling rates, reductions for collective investment schemes, and annual listing fees for equity and debt securities traded on the market or registered off-market.

The Tunisian legislative authorities enacted Law No. 94-117 to reorganize the financial market by establishing comprehensive regulatory frameworks for public offerings, continuous information disclosure, and corporate governance. The legislation mandates that companies making a public offering prepare standardized prospectuses, submit quarterly activity indicators and interim financial statements to the Financial Market Council and Tunis Securities Exchange, and strictly declare threshold crossings and concerted actions. It further regulates treasury share purchases, dividend distribution timelines, capital calls on unpaid shares, and voting rights deprivation for non-compliant shareholders.

The Tunisian Parliament enacted Law No. 89-9 of February 1, 1989 to regulate public participations, companies, and public institutions, establishing proportional board representation for the State and local authorities while defining their civil and criminal liabilities. The legislation mandates that public companies maintain boards of up to twelve members, submit budgets and program contracts for supervisory approval, and conduct competitive bidding for major contracts. Furthermore, it authorizes the government to restructure state holdings through share transfers, mergers, and asset divestments, granting eligible companies tax exemptions, fixed-rate registrations, and Treasury privilege waivers to facilitate privatization and stock market development.

The Tunisian Parliament enacted Law No. 88-92 of August 2, 1988 to regulate investment companies by establishing fixed-capital and venture-capital categories. The legislation mandates minimum capital thresholds, defines permissible financial instruments and operational limits, and requires active management of domestic unlisted companies' equity. It further empowers the Financial Markets Council to oversee licensing, enforce disciplinary measures, and standardize reporting obligations for companies managing third-party resources.