CMF Press Release: Clarification on the Disclosure Obligations of Statutory Auditors
On December 18, 2025, the Financial Market Council (CMF) issued a press release to provide key clarifications regarding the application of Section 3 sexies of the law governing its operations. This initiative is part of its fundamental mission to protect savings invested in securities and to ensure the security of the financial market. It aims to ensure a uniform and clear application of the reporting obligation incumbent upon the statutory auditors of publicly traded companies when they become aware of facts that could compromise the interests of the company or its investors.
Scope and Nature of the Reporting Obligation
Section 3-sexies imposes a legal obligation on the statutory auditor to immediately report to the CMF any fact or situation that could jeopardize:
- The financial condition, interests, or going concern of the audited entity; and/or
- The interests of the holders of securities (shareholders, bondholders) issued by this company.
This is a personal and independent obligation. It is based on the professional judgment and sole responsibility of the auditor, regardless of the company’s internal reporting procedures.
Triggering Factors: A Non-Exhaustive List
As a general guideline, the CMF cites the following situations—among others—as potentially justifying a report:
- Serious irregularities in management or business continuity: The existence of serious doubt regarding the company’s ability to continue as a going concern, or any inability of the statutory auditor to perform their duties (in accordance with Article 268 of the Commercial Companies Code).
- Disapproval of or qualifications regarding the financial statements: Cases of disapproval of the financial statements (Section 269 of the CSC) or the issuance of a qualified opinion, particularly when such qualifications relate to:
– The threat to the company’s long-term viability.
– One or more items in the financial statements whose impact, individually or in the aggregate, is material and significantly distorts the true and fair view.
– The existence of recurring unrecognized reserves spanning multiple fiscal years.
– A clear shortfall in provisions for significant risks or the omission of material liabilities.
– Significant transactions with related parties entered into on terms that do not conform to market practices.
- Legal or regulatory violations: Any significant violation of the laws, regulations, or administrative rules applicable to the company’s business.
The CMF emphasizes that this list is neither exhaustive nor restrictive. It is up to the auditor, as a knowledgeable professional, to assess on a case-by-case basis whether a matter not explicitly covered requires disclosure. In case of uncertainty, the principle of prudence must prevail.
Practical Arrangements for Transfer
The information must be submitted to the CMF by any means that provides a written record (registered mail, secure electronic transmission). When the report relates to a disclaimer of opinion or a qualified opinion, the statutory auditors must include all explanatory information necessary to understand the nature, scope, and consequences of the reported facts.
Challenges and Recommendations for the Profession
In this press release, the CMF reaffirms the central role of the statutory auditor as a key player in corporate governance and investor protection. The professionals concerned are urged to fulfill this reporting obligation with heightened vigilance, in the interests of transparency, legal certainty, and the proper functioning of the financial market.
This regulatory clarification thus strengthens the early warning framework and contributes to stability and confidence in the Tunisian financial market.