Fund and fund management companies, as well as depositaries, must be incorporated in Tunisia.
"First article. - Natural persons wishing to exercise the activity of stock market intermediary must:
1 - have Tunisian nationality, [...]
Art. 2. - Counterparty, market making and performance guarantee activities can only be carried out by stock market intermediaries specialized public limited companies.
Art. 3. - Public limited companies wishing to exercise the activity of stock market intermediary must:
1 - have Tunisian nationality, [...]" (Decree on  the  status  of  stock  exchange intermediaries (n° 99-2478  of  1  November  1999), as amended by Decree n° 2007-1678 of 05 July 2007, Articles 1, 2 and 3 [google translation])
---------------------------
"CHAPTER ONE: STOCK EXCHANGE INTERMEDIARIES
Section 55:
Stock market intermediaries are the agents in charge, to the exclusion of any other person, of the negotiation and registration of securities on the Tunis Stock Exchange, rights relating thereto and financial products. They can also perform operations related to these missions.
The activity of stock market intermediary must be exercised on a permanent basis. It is incompatible with any other activity carried out on a professional basis.
Section 56:
Stock market intermediaries may, under the conditions set by decree establishing the status of stock market intermediaries, engage in the following activities:
− financial advice;
− financial canvassing;
− individual portfolio management;
− portfolio management for Undertakings for Collective Investment in Transferable Securities;
− the placement of transferable securities and financial products;
− the guarantee of successful completion of issues for public or private companies;
− the consideration;
− market making;
− the carrying of shares.
The individual management of portfolios and the carrying of shares can only be ensured by virtue of a written agreement. [...]" (Law N° 94-117 of November 14, 1994, Reorganizing The Financial Market, as amended, Article 55-56).
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"First article
The following are considered collective investment undertakings:
- undertakings for collective investment in transferable securities, which include open-ended investment companies and mutual funds for investment in transferable securities;
- mutual debt funds.
CHAPTER I
Investment companies with variable capital
Section 2
Investment companies with variable capital are public limited companies whose sole purpose is to manage a portfolio of transferable securities.
The resources of investment companies with variable capital consist of their own funds to the exclusion of any other resources. They are governed by the legislation in force relating to commercial companies as long as this code does not derogate therefrom.
[...]
Section 16
The manager of a common fund for investment in transferable securities is either a bank or a stock market intermediary in the form of a public limited company or the management company referred to in Article 31
of this code.
[...]
Article 22g:
The manager of a venture capital mutual fund is a management company provided for by article 31 of this code or by article 20 of law no. financial relationships. The manager manages the fund on behalf of the unitholders, in accordance with the provisions of this code, and what is provided for in its internal regulations.
[...]
Section 28
The assets of an undertaking for collective investment in transferable securities must be kept by a single depositary who may be a bank within the meaning of the law relating to credit institutions or one of the legal persons having their registered office in Tunisia and appearing on a list fixed by order of the Minister of Finance.
[...]
Section 31
Management companies are public limited companies whose sole purpose is to manage the portfolios of undertakings for collective investment in transferable securities.
The capital of the management companies may not, upon constitution, be less than one hundred thousand dinars. Management companies are required to prove, at all times, that their capital is at least equal to 0.5% of all the assets they manage. This proportion is no longer required when the capital reaches five hundred thousand dinars.[...]" (LAW N° 2001-83 OF JULY 24, 2001 PROMULGATING THE CODE OF COLLECTIVE INVESTMENT ORGANIZATIONS)
---------------------------
"Article 2: Within the meaning of this government decree, the following terms mean:
Authorizations: the prior approval granted by the administrative authority to the applicant fulfilling the legal conditions required for the exercise of the economic activity or for the realization of a project. The concessions granted by the competent authorities, the licenses subject to a call for tenders or the authorizations granted by the assembly of the representatives of the people within the meaning of the article 13 of the constitution.
[...]
Article 3: The exercise of economic activities related to the following sectors and provided for in Annex 1 of this Governmental Decree requires the prior approval of the competent administrative authority:
- natural resources and useful substances,
- land, sea and air transport,
- banks, finance, insurance and the financial market,
- dangerous or polluting industries,
- health,
- teaching,
- telecommunications,
- some commercial activities and some service activities.
Annex 1 of this Governmental Decree exclusively sets the detailed list of economic activities in the aforementioned sectors requiring an authorization as well as the deadlines, procedures and conditions for granting them.
[...]
Annex 1: List of authorizations relating to economic activities, their deadlines, procedures and conditions for granting [...]
40. Authorization for the creation of non-resident investment companies:
Terms :
1. Be legal persons in the form of a public limited company subject to Tunisian law.
2. Have its registered office in Tunisia.
3. Justify when creating a capital that is not less than the equivalent of 7.5 million dinars in convertible currency at the time of subscription.
4. Not having obstacles that could prevent the control and operation of the competent authority, due to the presence of direct or indirect capital or power links between the company and other natural or legal persons or in reason of the laws and regulations of the State to which one or more of these persons belongs.
5. Ability of the authorization applicant to achieve development objectives in accordance with conditions compatible with the proper functioning of the banking system and the financial market offering customers adequate protection.
[...]
41. Non-resident portfolio management companies:
Terms :
1. Be legal persons in the form of a public limited company governed by Tunisian law and having its registered office in Tunisia.
[...]
44. Creation of undertakings for collective investment in transferable securities
Terms :
1. The conditions for the creation of investment companies with variable capital (Code of undertakings for collective investment):
- Investment companies with variable capital are public limited companies whose sole purpose is to manage the portfolio of transferable securities. [...]" (Decree No. 2018-417 of May 11 , 2018 relating to the publication of the exclusive list of economic activities subject to authorization and the list of administrative authorizations required for the realization of projects, the related provisions and their simplification.)
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"Art. 2. - Natural and legal persons, who do not have Tunisian nationality, may directly or indirectly exercise a commercial activity only under the conditions defined by the texts in force and the provisions of this decree-law.
Art. 3. - Legal persons have Tunisian nationality when they meet all of the following conditions:
1. be constituted in accordance with the laws in force and have their registered office in Tunisia;
2. have their capital represented at least 50% by registered securities held by Tunisian natural or legal persons;
3. have their board of directors, management or supervision, made up in majority by natural persons of Tunisian nationality;
4. have their presidency, their general direction or their management ensured by natural persons of Tunisian nationality.
For public limited companies, and in the event of dissociation between the functions of chairman of the board of directors and those of managing director, the managing director must have the status of resident within the meaning of the foreign exchange regulations in force.
In addition, Tunisian companies having their head office in Tunisia and in which the State or local public authorities directly or indirectly hold a capital participation.
[...]
Art. 8. - The exercise of the following activities, in any form whatsoever, and whatever the mode of their taxation [...] is, except exemption granted by the Secretary of State for Planning and Finance, prohibited to natural or legal persons, not possessing Tunisian nationality:
1- building manager;
2- commission agent, broker, commercial agent;
3- general or special agent of insurance companies;
4- concessionaire, consignee, general representative, general or sales agent, whatever the name under which this activity is carried out;
5- traveler, usher, sales representative.[...]" (Decree-Law on the conditions for exercising certain commercial activities (n° 61-14 of 30 August 1961), as amended by Law n° 85-84 of 11 August 1985, Articles 2, 3 and 8 [google translation])
Decree on  the  status  of  stock  exchange intermediaries (n° 99-2478  of  1  November  1999), as amended by Decree n° 2007-1678 of 05 July 2007, Articles 1, 2 and 3
Law N° 94-117 of November 14, 1994, Reorganizing The Financial Market, as amended, Article 55-56
LAW N° 2001-83 OF JULY 24, 2001 PROMULGATING THE CODE OF COLLECTIVE INVESTMENT ORGANIZATIONS
Decree No. 2018-417 of May 11 , 2018 relating to the publication of the exclusive list of economic activities subject to authorization and the list of administrative authorizations required for the realization of projects, the related provisions and their simplification
Decree-Law on the conditions for exercising certain commercial activities (n° 61-14 of 30 August 1961), as amended by Law n° 85-84 of 11 August 1985, Articles 2, 3 and 8
[<a href="https://www.pist.tn/record/88519?ln=fr">Decree</a>],[<a href="https://www.pist.tn/record/112733?ln=en">Law</a>],[<a href="https://www.cmf.tn/sites/default/files/pdfs/reglementation/textes-reference/code_opc_fr_v2011.pdf">Law</a>],[<a href="https://www.pist.tn/record/76961?ln=en">Decree</a>],[<a href="https://www.pist.tn/record/106431?ln=fr">Decree-Law</a>]