• Article 24 of Law no. 2002-101 of 17 December 2002, the Finance Law for 2003, as amended by Article 26 of the 2006 Finance Law no. 2005-106 of 19 December 2005
• Order of the minister of finances of 25 February 2006 fixing the rate of fee levied on behalf of the credit guarantee scheme with respect to loans and equity funding granted to small and medium-size companies operating in the industrial and service sectors.

1. Article 24 of Law no. 2002-101 of 17 December 2002 establishing the 2003 Finance Law, as amended by Article 26 of Law no. 2005-106 of 19 December 2005, establishing the 2006 Finance Law:

A guarantee scheme entitled “Guarantee Scheme for loans granted to medium-sized businesses in the industrial and service sectors  and for equity investment in their capital”  is hereby established to provide guarantee for certain categories of loans granted by credit institutions to small and medium-sized businesses operating  in the industrial and service sectors and for certain categories of equity investments made by venture capital investment companies(S.I.C.A.R.), venture capital mutual investment funds (FCPR) and seed funds  in said businesses.

The management of the Guarantee Scheme for loans granted to medium-sized enterprises operating in the industrial and service sectors and for investment in their equity capital shall be entrusted to a specialized company under an agreement to be concluded between the Minister of Finance and the said company laying down the terms and modalities of the GUARANTE Scheme’s interventions.

The Guarantee Scheme for loans granted to small and medium-sized enterprises in the industry and service sectors and for investment in their equity capital is financed by:

– a financial allocation to be secured from the resources of the National Guarantee Fund, the amount of which shall be set by decree;

– a contribution from the beneficiaries of loans guaranteed by the Guarantee Scheme and from venture capital companies whose equity investment is guaranteed by the said scheme. The rates and conditions for levying said contribution shall be fixed by order of the Minister of Finance;

– income derived from investment of the cash balance of the guarantee scheme;

– other resources that may be allocated to the Guarantee Scheme in accordance with the legislation in force.

1. b) Order of the minister of finances of 25 February 2006 fixing the rates and conditions of levying of the guarantee fee payable to the credit guarantee scheme with respect to loans granted to small and medium-size companies active in the industrial and service sectors and equity investment in their capital.

Article 1. – The rates of contribution of the beneficiaries of the loans and equity financing guaranteed by the Guarantee Scheme for loans granted to medium-sized enterprises operating in the industry and service sectors and for investment in their equity capital, are fixed as follows:

– A one-time 0.6% annual interest rate for medium and long-term loans or its equivalent as a one-time fee for the giving of the guarantee, representing a percentage of the guaranteed amount at the time the loan is granted,

– A one-time guarantee fee of 1% of the amount of the loan authorized by the credit institution with respect to short-term loans.

Article. 2 – The credit institution must declare the amount of the contribution of the recipients of loans benefiting from the guarantee in the application it submits for a guarantee to the company managing the guarantee scheme.

The credit institution must pay the amount of the aforementioned contribution for the credits accepted under the guarantee into the bank account of the company managing the guarantee scheme opened for this purpose, within a period not exceeding:

– 10 days from the date on which the credit institution is notified by the company managing the guarantee scheme of the acceptance of its application relating to the guarantee of the credits concerned for short-term credits and for medium and long-term credits in the case a one-off guarantee fee is charged and deducted from the amount of the loan at the time it is granted.

– The month following the month in which the relevant instalment of the credit matures in accordance with the amortization schedule for medium and long-term credits, in the case of payment of the contribution in the form of an annual interest rate.

Article. 3 – The rate of the contribution of venture capital investment companies, venture capital mutual funds and seed capital funds in respect of equity financing benefiting from the guarantee of the guarantee scheme is set at a one-time guarantee fee of 3% of the amount the equity investment.

Article. 4 – The venture capital investment company, the manager of the venture capital investment fund and the manager of the seed capital fund must declare the amount of the contribution in respect of the equity investments benefiting from the guarantee in the application which they submit for a guarantee to the company managing the guarantee scheme.

The manager of the venture capital investment company, the manager of the venture capital investment fund and  the manager of the seed capital fund must pay the amount of the aforementioned contribution with respect to the equity financing accepted for the guarantee, into the bank account opened for this purpose, in the  name of the company managing the guarantee scheme within a period not exceeding 10 days from the date on which they are informed by said  company of the acceptance of the application relating to the guarantee of the equity financing concerned.

Article. 5 – The provisions of the Order of the Minister of Finance of 14 April 2003, fixing the rates and conditions of levying of the contribution payable by the recipients of the credits guaranteed by the guarantee scheme for credits granted to small and medium-sized enterprises in the industrial and service sectors and by venture capital investment companies whose equity financing is guaranteed by the said scheme, shall be repealed.

Decree No. 2008-388 of 11 February 2008 granting incentives to new entrepreneurs, small and medium-sized enterprises, small businesses and light industries, as amended or supplemented by subsequent texts and, in particular, by Decree No. 2011-442 of 26 April 2011. (Setting the maximum cost of projects promoted by new entrepreneurs and defining small and medium-sized enterprises):

• The maximum cost of projects promoted by new entrepreneurs within the meaning of Article 44 of the Investment Incentives Code is set at fifteen million dinars (TND  15 million) including working capital for investments in manufacturing industries, service and craft activities covered by Decree No. 94-492 of 28 February 1994.
• Within the meaning of article 44 bis of the Investment Incentives Code, a small and medium-sized company is a company operating in the manufacturing, service craft sectors covered by Decree n°94-492 of 28 February 1994, making investments whose total cost does not exceed TND 15 million, including working capital.

Article 21(new)( Law n° 2008-78 of  22 December 2008, art.1  )

The purpose of venture capital investment companies is to participate, on their own account or for the account of third parties and with a view to retrocession, in enhancing investment opportunities and the equity capital of companies.

Venture capital investment companies are required to use at least 65% of their paid-up capital, and at least 65% of each amount made available to them in the form of venture capital funds other than those from foreign finance sources or state funding , and within a period not exceeding the end of the year following the one  in which the capital was paid up or that in which each amount made available to them was disbursed, to subscribe to newly-issued tocks and shares by :

• companies located in regional development areas as defined by articles 23 and 34 of the investment incentives code,
• projects carried out by small and medium-sized enterprises, as defined by the Investment Incentives Code,
• Business set up by new entrepreneurs, as defined by the Investment Incentives Code,
• companies making investments to promote technology or its mastery, as well as innovation in all economic sectors covered by the investment incentives code, or in activities eligible for assistance from the Incentives Regime for Innovation in the field of Information Technology.
• Companies benefiting from the tax incentives for the reinvestment of income and profits from business transfers provided for by the legislation in force; in this case, the condition relating to newly-issued shares does not apply.
• Companies undergoing upgrading operations as part of an upgrading programme approved by the upgrading programme steering committee.
• undertakings facing economic difficulties and benefiting from the tax incentives for the reinvestment of income and profits from business transfers provided for by the legislation in force; in this case, the condition relating to newly-issued shares does not apply.

Article 22 (new) paragraph 3 (Decree-Law No.2011-99 of 21 October 2011- art.1)

Venture capital investment companies operate by way of subscription or purchase of ordinary shares, non-voting priority dividend shares, investment certificates, profit-participation certificates, bonds convertible into shares and, in general, all other types of categories assimilated to equity, in accordance with the legislation and regulation in force.

New paragraph (added by law n°2005-104 of December 19, 2005, relating to extending of the scope of activities of venture capital investment companies)

Venture capital investment companies may also grant advances to companies in which they hold a share of the capital, in the form of current-account operations carried out by members. The modalities and terms for granting these advances shall be set out by decree.

Article 22 (new, last paragraph) (Law n° 2008-78 of December 22, 2008, art.1)

Equity investments by venture capital companies must be subject to agreements with the promoters, setting out the terms and conditions and deadlines for retrocessions. These shareholdings must not constitute the majority of capital.

Article 23 new (Law n° 95-87 of October 30, 1995, art.3):

Resources of the venture capital investment company are made up of:

–  share capital, reserves and other equity;

– Resources in the form of venture capital funds, comprising:

• Resources assimilated to equity, the conditions of which are linked to the results of projects financed with these resources.
• (added by Decree-Law No.2011-99 of 21 October 2011- art.1) Special resources made available to the firm, for which it has received a mandate to manage on behalf of third parties.
• State budget allocations, for which it has received a mandate   to manage under an agreement concluded with the State.

The minimum paid-up capital of venture capital investment companies shall not be less than 500,000 dinars.

Decree n°2003-2053 of 6th October 2003, laying down the terms and conditions for benefiting from the Incentives Regime for Innovation in the field of Information Technology.

Article 1. – Activities eligible for assistance under the incentive regime for innovation in the field of information technology, provided for by articles 12, 13, 14, 19 and 20 of the aforementioned law No.98-111 of 28 December 1998, are specified in the schedule to this order.

Article.2 – Shall be eligible for a contribution under   the incentive regime for innovation in the field of information technology, new projects whose cost does not exceed 500 thousand dinars as well as extension projects whose cost does not exceed 500 thousand dinars including the net fixed assets.

Article. 3 – In order to benefit from the incentive regime for innovation in the field of information technology, the financing scheme of the project must include self-financing of at least 50%. The project promoter must provide evidence of a cash contribution of at least 2% of the total capital cost of the project being financed.

Article. 4 – The contribution of the incentive regime for innovation in the field of information technology can reach up to 49% of the capital cost of the project without, however, exceeding 120 thousand dinars.

Article. 5 – Approval for participating in the capital shall be granted by decision of the Minister in charge of communication technologies following the opinion of an advisory committee.

Article. 6 -Participation of the venture capital investment company in the capital cost of the project must be at least equal to the assistance provided under the incentive regime for innovation in the field of information technology.