conditions and deadlines, shall be made in return for a
receipt delivered by the competent administrative authority.
In case of use of postal or electronic means to send a
request or file comprising the required documents and made
on the legal conditions and deadlines, the postmark or the
acknowledgment of receipt stand in for the receipt
mentioned in the first paragraph of this article.
The relevant administrative authority shall not be bound
to deliver the said receipt in case of an abusive lodgment of
requests considering their number or the repetitive aspect.
Shall be excluded from the provisions of this article, the
requests which the lodgment procedures are fixed by
special rules.
The application procedures of this article shall be fixed
by a decree.
Art. 6 - The grant procedures of the fiscal identification
card, customs code or social security affiliation number,
shall be carried out, without delay, for legal persons
provided that all the legal conditions were met and within
the fixed deadlines for the individual projects.
For legal persons, the grant of a registry number in the
trade register shall be carried out, without delay, as soon as
the completion of the legal publicity.
Art. 7 - The enterprises providers of the basic public
services, shall fix the deadlines to enable their clients to
benefit from the said services.
In case of a non-respect of the said deadlines without a
legitimate cause, the client who sustains a damage from the
delay in providing the requested services, shall be entitled
to ask the concerned enterprises for damages in conformity
with the legislation in force.
The list of the basic public services and application
procedures of this article shall be fixed by a decree.
Art. 8 - Notwithstanding the contrary legislative
provisions and notably article 75 of territorial development
and urbanism code promulgated by law n° 94-122 dated 28
November 1994 and except the activities which require the
developed spaces, the individual promoters may designate
his residence or part of his residence, as the enterprise head
office or to exercise a professional activity during a period
not exceeding five years from the activity start, in
conformity with the following conditions :
- the professional activity shall be exclusively exercised
by the inhabitants of the said residence,
-the promoter shall live in his main residence,
- the activity to be exercised, shall be an activity which
does not require an important frequentation of clients,
merchandises receipt or delivery and environment harmfree.
The promoter shall be bound to lodge a declaration at
the competent municipal departments for the exercise of
professional activity in premises initially destined to
dwelling.
The exercise of a professional activity in a dwelling
place is not of a nature to change its original character and
the legislation related to leases of premises of commercial
nature shall not be applicable to this exercise.
N° 104
CHAPTER III
SIMPLIFICATION OF DIRECTION,
MANAGEMENT AND PROTECTION PROCEDURES
OF SHARHOLDERS AND ASSOCIATES
Art. 9 - The relevant administrative departments shall be
bound to ensure the formalities declaration on the
enterprises notably to the social security funds, tax and
customs departments and this, allowing the possibility of
remote declaring by the new means of communication,
within the deadlines and according to the modalities fixed
by a decree.
Art. 10 - Shall be repealed the provisions of the first
dash of the second paragraph of article 32 of the code of tax
rights and procedures.
Art. 11 - Shall be added to the second paragraph of
article 32 of the code of tax rights and procedures, the
following paragraph :
“ the visa deadline shall be reduced for the credit of the
value added tax from the goods and services exportation to
seven days, counted from the date of the lodgment of the
request of return accompagnied with the documents
justifying the exportation operation”
Art. 12 - The provisions of article 92 of the commercial
companies code shall be repealed and replaced by the
following :
Article 92 (new) : The capital of limited liability
company shall be fixed by its constitution deed. The
company capital, shall be divided into capital shares of
equal nominal value.
Art. 13 - Shall be repealed the provisions of the seventh
paragraph of article 109 of the commercial companies code.
Art. 14 - The first paragraph of article 284 and the first
paragraph of article 290 of the commercial companies code
shall be amended as follows :
Article 284 ( first paragraph new) : Every shareholder
holding at least five per cent of the public limited company
which does not call up capital or three per cent for those
which call up capital, shall have the right to get, at any
time, a copy of the company documents mentioned in
article 201 of this code, relating to the last three financial
years as well as a copy of the minutes and attendance sheets
of meetings held during the three
last years. The
shareholders holding a part of the capital, may obtain the
communication of the said documents and to give proxy to
whom will exercise his right on their behalf.
Article 290 ( first paragraph new): The shareholders
holding, at least ten per cent of the company capital may
ask for the annulment of the taken decisions which are
contrary to the bylaws or harming the company interests
and taken in the interest of one several shareholders or for
the profit of a third party.
Art. 15 - Shall be added to the commercial companies
code, an article 290 bis reading as follows :
Article 290 bis : One or several shareholders holding, at
least, ten per cent of the company capital, individually or jointly,
ask from the judge of summary procedures to appoint an expert
or a body of experts tasked with the mission to present a report
on one or several management operations.
Official Gazette of the Republic of Tunisia — 28-31 December 2007
Page 1397