Tunisia -- Licensing Requirements Regulatory Overview

Cryptocurrencies are not recognized as legal tender in Tunisia.

Transactions involving cryptocurrencies are not authorized by the BCT.

The BCT highlights the risks associated with virtual assets, including volatility, lack of consumer protection, money laundering, and financing of terrorism.

**Exchanges:** There is no legal framework allowing the operation of crypto exchanges. Any attempt to operate one would be in violation of the BCT's stance and existing financial laws.

**Custody Providers:** Similarly, no specific license exists. Providing custody for virtual assets would fall into the same regulatory void/prohibition.

**Payment Processors:** Companies processing payments *in* or *with* cryptocurrencies would face the same regulatory hurdles as exchanges. Traditional payment service provider licenses (issued by the BCT for fiat currencies) would not extend to virtual assets given their non-recognition.

**Capital Requirements:** Substantial minimum capital requirements to ensure financial stability and cover operational risks.

**AML/KYC Compliance:** Strict Anti-Money Laundering (AML) and Know Your Customer (KYC) policies and procedures, in line with international standards (FATF recommendations). This would include customer identification, transaction monitoring, suspicious activity reporting to the **Commission Tunisienne des Analyses Financières (CTAF)** (Tunisia's Financial Intelligence Unit).

**Local Presence:** A physical presence in Tunisia, including a local registered office, and potentially local management and staff.

**Governance and Risk Management:** Robust internal governance, risk management frameworks, IT security measures, and business continuity plans.

**Fit and Proper Requirements:** For management, board members, and significant shareholders.

**Consumer Protection:** Measures to protect users' funds and data.

**Banque Centrale de Tunisie (BCT) Official Website:**

**Relevance:** The BCT is the primary monetary authority. You would need to monitor their press releases, circulars, and official communications sections for any updates or explicit statements regarding virtual assets. Historically, they have issued warnings about the risks of cryptocurrencies and their non-recognition as legal tender. Searching their site for terms like "cryptomonnaies," "monnaies virtuelles," or "actifs virtuels" (French for cryptocurrencies, virtual currencies, virtual assets) would yield their current stance.

**Commission Tunisienne des Analyses Financières (CTAF) - Tunisia's FIU:**

**Relevance:** While the CTAF primarily deals with AML/CFT for traditional financial institutions, any future regulation of virtual assets would certainly place them under the purview of the CTAF for AML/CFT compliance. Their site provides information on Tunisia's AML/CFT framework, which would be foundational for any regulated financial activity.

**Investment Tokens/Security Tokens (STOs):** Tokens that are offered to raise capital for a project or company, where investors expect a financial return (e.g., profit sharing, dividends, interest, or appreciation in value) based on the issuer's performance or assets.

**Equity Tokens:** Tokens that represent ownership stakes in a company, granting rights similar to traditional shares (e.g., voting rights, dividend rights, liquidation rights).

**Debt Tokens:** Tokens that represent a loan made to an issuer, entitling the holder to principal repayment and/or interest payments.

**Tokens Linked to Tangible Assets:** Tokens representing fractional ownership of real estate, commodities, or other assets, where the value and potential returns are tied to the underlying asset and managed by the issuer.

**Payment Tokens/Cryptocurrencies (e.g., Bitcoin, pure Ether):** Tokens primarily functioning as a medium of exchange, unit of account, or store of value, without being issued by a specific entity to fund a venture with an expectation of profit from that entity's efforts. The Central Bank of Tunisia (BCT) has, however, issued strong warnings against the use of these cryptocurrencies due to their unregulated nature, volatility, and risks (e.g., money laundering, terrorist financing).

**Pure Utility Tokens:** Tokens that solely grant access to a specific product or service on a blockchain network, where their value is tied to their utility within that ecosystem, and there is no primary investment expectation of profit from the issuer's efforts.

**Public Offering (Issuance to the Public):**

**CMF Approval:** Issuers must obtain prior authorization from the CMF for any public offering of securities.

**Prospectus Requirement:** A detailed prospectus must be prepared and approved by the CMF. This prospectus must contain comprehensive information about the issuer, the project, the financial health of the issuer, the characteristics of the tokens, the risks involved, and how the proceeds will be used.

**Licensing:** Issuers and any intermediaries involved in the offering (e.g., financial advisors, placement agents) must be licensed by the CMF.

**Corporate Governance:** The issuer must comply with relevant corporate governance and transparency rules.

While not requiring the full public offering prospectus, private placements (offerings to a limited number of qualified investors) would still be subject to general anti-fraud provisions of securities law and potentially other notification requirements to the CMF. The exact thresholds and definitions of "private placement" versus "public offering" are defined in Tunisian law.

**Regulated Market:** If a security token is to be traded on a regulated secondary market (e.g., a stock exchange or a regulated multilateral trading facility), it would need to be listed on such a market and comply with all applicable rules and regulations of that market and the CMF. This includes transparency requirements, continuous disclosure obligations, market abuse rules, and investor protection measures.

**Over-the-Counter (OTC) Trading:** Unlicensed OTC trading of security tokens would generally be prohibited. Any entity facilitating secondary trading of security tokens would likely need to be licensed by the CMF as a financial intermediary.

**General Warnings:** The Central Bank of Tunisia (BCT) has repeatedly issued warnings to the public about the risks associated with investing in, transacting with, or holding cryptocurrencies like Bitcoin. These warnings typically highlight the lack of legal tender status, absence of regulatory oversight, high volatility, and risks of fraud, money laundering, and terrorist financing.

**Prohibition of Payment/Exchange:** The BCT's stance effectively prohibits licensed financial institutions from dealing with cryptocurrencies and restricts individuals from using them for payments or exchange through regulated channels. This is more related to monetary policy, financial stability, and AML/CFT concerns rather than specific securities regulation of tokens.

The market for such offerings in Tunisia is either very nascent or non-existent through formal channels.

Authorities might be taking a cautious "wait and see" approach for innovative blockchain applications while prioritizing stability and consumer protection.

Any potential issues might be handled through administrative warnings or informal measures rather than public prosecutions.

**Law No. 94-117 of November 14, 1994, on the Reorganization of the Financial Market:** This is the cornerstone legislation. It's often available in French on Tunisian legal resource websites.

While a direct official English translation link is hard to find, the official French text can be sought on sites like Jurisite Tunisia (jurisitetunisie.com) by searching for "Loi n° 94-117 du 14 novembre 1994."

**Conseil du Marché Financier (CMF) - Official Website:** The primary regulator for securities.

https://www.cmf.tn/ (Content primarily in French and Arabic)

**Central Bank of Tunisia (BCT) - Official Website:** The BCT issues warnings and guidance regarding general cryptocurrency risks. Look for press releases or circulars concerning digital assets.

https://www.bct.gov.tn/ (Content primarily in French and Arabic)