|Activity Our business
- Historical aspect
Capital risk :
- Born in the United States in Sylicon Valley whose name remained related to high technology projects.
- Then it appeared in the United Kingdom.
- It came into sight in France in the 1960’s, developing in various economic sectors.
- Tunisia: The first Arab and African country to put into practise the capital risk, creation of the SPPI in order to develop this new business.
Capital risk: is a direct profit-sharing in the capital with what it has as risk, regular and active contribution during the enterprise lifetime.
Article 21 of the act n° 95-87 of 30th October 1995, which modified and completed the act of 1998 relative to trust units, has defined the object of SICARs as follows:
«Capital risk trust units have as object profit-sharing, for their proper account or for third party accounts, and regarding its retrocession, to reinforcing the enterprises’ proper funds namely as defined by the inciting to investment code, enterprises implanted in the regional zones of development…, enterprises subject to setting operations or encountering economic difficulties and beneficing from straightening out measures within the legislation taking effect, as well as enterprises carrying out investments that promote the technology or its control as well as innovation in all economic sectors.»
C.R. = Any activity of profit-sharing taking, temporary and monetary in enterprises in order to ulteriorly release the most-worth when reselling these profit-sharing.
Types of C.R :
- Starting up-Capital (Seed-Capital) : intervention before the true starting of activity of the new enterprise (stage of bringing into focus a new product).
- Creation Capital : intervention with starting of the new company or during its very first development.
- Development Capital : intervention in an enterprise fully mature at a new phase of development (exterior).
- Transmission Capital : intervention at the time of the enterprise’s cession
- Legal executive
- Act n° 88-92 of 20/08/1988 as completed and modified by acts 95-87 of 30 / 10 / 1995 and 95-99 of 30/10/1995 ;
- Act n° 99-101 of 31/12/1999;
- Act n° 2000-98 of 25/12/2000;
- Act n° 2003-63 of 14/08/2003;
- Act n°2005-104 of 19/12/2005;
- Act n°2011-99 of 21/10/2011;
- Act n°2011-100 of 04/10/2011.
- Fiscal regime
The fiscal regime of SICARs was fixed by act 87-95 and 88-95 of 30 / 10 / 1995
A- Advantages granted to underwriters of SICAR capital
- Deduction of incomes or reinvested benefits (1st art. of the act)
- Minimum of taxes
- Condition to profit from the advantage :
- Stocks and shares eligible to fiscal disencumbering duty are those acquired at the subscription and the deduction is set at the release on the exercise results during which it took part.
- No reducing out of the capital for 5 years starting from the 1st January of the year following the capital release.
B- Advantages granted to SICARs themselves: art3
SICARs profit from the deduction of their assessable benefit, from the shares the most-worth cession and social share realised for their accounts.
C- C.R funds system (conducted funds): art 2, 3 and 4
- Deduction of incomes or reinvested benefits under the shape of place with SICARs in the C.R funds
- Amount of deduction: profit from the deduction within the limit of the assessable benefit.
- Minimum of taxes: the deduction should not lead to a tax on the income or to a tax on companies inferior to the tax minimum estimated by articles 12 and once more 12 of the act of 30 / 12 / 1989.
- Incomes and profits which have right to deduction are those places with SICARs in the C.R funds for a minimum period of 5 years starting from the year that follows that of the placing.
- To profit from the deduction, it should be presented
A place certificate delivered by SICAR, certifying that the deposit within it in a capital risk funds and that this latter responds to the conditions of exercise estimated by art.3 of 1995 act.
D- Advantages granted to underwriters of SICAR capital and to holders of conducted funds
The benefits reinvested in the SICARs capital or placed within them in conducted funds, profit of a total fiscal disencumbering, if the SICARs use at least 50% of these incomes in taking profit-sharing in projects :
- Initiated by young promotors
- Implanted in regional zones of development
- Subject to setting
- Developing mastering of technology and innovation in all economic sectors
- Object of privatization within limits of 10% the proper resources of the SICAR.
- SICARs intervention modalities
- Ordinary shares (OS)
- Shares of prior dividend (SPD)
- Bonds convertible into shares (BCS)
- Participating stocks and shares (PS)
- Associated current account.
Log out mechanism
- Financial log out: cession of the stocks and shares of financial third party
- Industrial log out: is operated during cession in another enterprise or in a company of a portfolio pertaining to minority or to majority by integration among an industrial group.
- Cession of stocks and shares to founders, shareholders, salaried: the founders repurchase themselves the profit-sharing of the investing capital which allow them to retain possession of majority or to reinforce their profit-sharing.