Decree-Law Issued on Combating Commercial Concealment

Decree-Law No. 78 of 2026 on Combating Commercial Concealment was officially promulgated to address the phenomenon of conducting economic activities without obtaining the necessary licenses, and to regulate the economic activity environment in a manner that ensures transparency, fairness, equal opportunity, and enhances the State’s capacity for supervision, regulation, and revenue collection.

The explanatory memorandum for the aforementioned decree-law, which comprises 14 articles, stated that economic activities are fundamental pillars of the State’s progress and stability, and must be conducted within an organized framework that complies with the provisions of the law and relevant legislation, thereby achieving sustainable economic development and protecting public order and the public interest.

The explanatory memorandum noted that in recent years, certain individuals prohibited from conducting economic activities have done so without obtaining the required licenses. This has led to chaos and instability in the market and its system, negatively impacting the core principles underpinning the business environment.

Article One of the decree-law defines the key terms contained therein. Article Two prohibits any natural or legal person from conducting any economic activity within the country, either independently or in partnership with others, unless they hold the necessary license from the competent authority or operate within the scope of the granted license. This prohibition applies even if the activity is conducted through an intermediary who enables the person to perform such activity, thereby affirming the principle of market regulation and preventing arbitrariness in the conduct of economic activities.

The same article also prohibits commercial concealment by forbidding any person from enabling another to conduct any economic activity in violation of the provisions of this decree-law, whether directly or indirectly, or by any means whatsoever, including allowing the use of a trade name, license, or other means that enable the person to conduct the economic activity in violation of this decree-law.

Articles Three and Four stipulate the penalties for violating the provisions of this decree-law. Article Three provides that, without prejudice to any harsher penalty prescribed by the Penal Code or any other law, anyone who violates the prohibition set forth in Article Two shall be punished with imprisonment for a term not less than one year and not exceeding three years, and/or a fine not less than 10,000 dinars and not exceeding 100,000 dinars, or an amount equivalent to the total profits obtained, whichever is greater. Fines shall be multiplied according to the number of violating persons or violating activities.

Article Four stipulates that, without prejudice to any harsher penalty prescribed by the Penal Code or any other law, anyone who violates the prohibition set forth in Article Eleven shall be punished with imprisonment for a term not exceeding six months, and/or a fine not exceeding 10,000 dinars. Fines shall be multiplied according to the number of violating persons or violating activities.

Article Five emphasizes the punishment of the person responsible for the actual management of an enterprise if it is proven that they were aware of the violation or if the violation occurred due to their failure to fulfill the duties imposed by their management. This applies the principle of actual responsibility and ensures that those who direct and supervise the activity in question are not immune from punishment. The same article establishes the joint liability of the legal entity with its employees if the violation was committed in the name of the legal entity or for its benefit, affirming the principle of institutional accountability and ensuring that legal entities are not exploited as a legal cover for unlawful acts.

Article Six stipulates that, in the event of a conviction for any of the crimes specified in this decree-law, the court must order the confiscation of assets and profits obtained from the crime of commercial concealment. This aims to deprive the offender of the illicit fruits of their illegal activities and to achieve general and specific deterrence. The provision ensures respect for the rights of bona fide third parties and prevents any abuse in application, emphasizing that confiscation is limited to the proceeds of the crime, its instruments, and the equipment and means used in the illegal activity, along with the closure of the establishment, revocation of the license, and deportation of foreigners.

Article Seven emphasizes the aggravation of penalties in cases of recidivism, stating that the prescribed penalty shall be doubled if the offender re-offends by committing the crime of commercial concealment within five years from the date the final judgment of conviction becomes final. This reinforces the principle of specific deterrence and intensifies accountability for those who persist in repeating violations despite previous punishment.

Article Eight establishes the reconciliation system as a legislative option available to settle certain violations according to specific controls and conditions, without resorting to penalties depriving liberty except in cases requiring it. The article authorizes the competent Minister or their delegate to reconcile regarding the crimes specified in this decree-law before initiating legal proceedings before the competent court, or before the court dismisses the case or issues a final judgment, in exchange for paying an amount not less than half of the maximum prescribed fine. The same article stipulates that acceptance of reconciliation requires the removal of the violation and the regularization of the legal status. Reconciliation results in the extinction of the criminal prosecution. It also emphasizes that this does not prevent the adoption of administrative deportation measures if national interest so requires, and that reconciliation cannot be accepted in cases of recidivism.

Article Nine allows anyone who contributes to discovering a crime of commercial concealment specified in this law – other than the perpetrator – to receive a financial reward determined by a decision of the competent Minister, not exceeding 10 percent of the total value of collected fines. This is conditional upon providing serious evidence relied upon in discovering the crime and resulting in a final judgment of conviction. The article also decides that the reward shall be distributed equally in case of multiple informants regarding the specified crimes.

Article Ten grants judicial police status to employees tasked with implementing the provisions of this decree-law, as designated by a decision of the competent Minister or their delegate, to enable them to perform their duties effectively.

Article Eleven emphasizes the prohibition of obstructing or preventing competent employees from performing their duties under this decree-law, whether by preventing them from carrying out their supervisory or inspection activities, refusing to provide required information or documents, or providing false or misleading data and information. This aims to enhance the role of regulatory authorities in enforcing the provisions of this decree-law and ensuring its effectiveness.

Article Twelve stipulates that the competent Minister shall issue the necessary decisions to implement the provisions of this decree-law. Article Thirteen repeals all provisions conflicting with its provisions.

Article Fourteen states: “The Prime Minister and the Ministers, each within their respective competence, shall implement this decree-law, which shall enter into force six months after its publication in the Official Gazette.”