Decree No. 2026-148 of July 23, 2026, published in the Official Gazette of the Republic of Tunisia on July 24, has made the honor microfinancing scheme provided for under Article 412 ter (new) of the Commercial Code operational. Banks must allocate each year an amount corresponding to at least 8% of the net profit of the previous financial year to interest-free, unsecured financing.
The publication of the decree immediately raised an important question for banks and their shareholders: Does this 8% constitute an allocation of earnings that reduces distributable profit and, consequently, banks’ ability to pay dividends?
An analysis of the text and how the mechanism operates rather points to rejecting this interpretation. The 8% would constitute neither a deduction from profit nor a reserve to be established when earnings are allocated. The previous year's profit would essentially serve as a calculation base for determining the minimum amount of honor financing that each bank must provide.
The 8% establishes a financing obligation, not a deduction from profit
This is probably the most important distinction for understanding the mechanism.
Article 412 ter (new) requires banks to “allocate” each year to honor financing an amount calculated by reference to their net profit for the previous financial year.
One possible initial interpretation of this provision was that the 8% represented a mandatory retention of earnings: a portion of the profit would then be deducted before distribution and allocated to a specific fund or reserve.
A careful reading of the mechanism, however, leads to a different conclusion: this is not a deduction from distributable profits, but a financing obligation whose amount is calculated on the basis of the previous year's net profit.
Thus, for a bank generating a net profit of TND 100 million, the obligation would not consist of taking TND 8 million from distributable profit and placing it in a reserve. Instead, it would consist of granting at least TND 8 million in honor financing under the conditions established by the law and its implementing decree.
This distinction considerably changes the analysis of the scheme's impact on shareholders.
No direct impact on distributable profit
If this interpretation is confirmed, the 8% allocation would therefore not directly reduce distributable profit.
A bank could, subject naturally to all other applicable legal, statutory, and prudential rules, allocate its earnings and determine its dividends without first deducting the 8% intended for honor microfinancing.
The previous year's net profit would then essentially serve as a quantitative reference: it would determine the minimum volume of credit that the bank must make available to beneficiaries during the following financial year.
This interpretation also distinguishes the mechanism from the social fund. Contributions to the social fund deducted from earnings follow a logic of profit allocation. The mechanism established for honor microfinancing, by contrast, would constitute a financing obligation calculated according to profit, without a corresponding deduction from that profit.
Under this scenario, the immediate impact we had previously envisaged on the pool of distributable profits largely disappears.
Financing provided like other bank loans
This analysis also requires reconsidering the accounting treatment of the “honor financing account” provided for by the decree.
The financing actually granted would be recorded as loans, funded from the bank's resources—either its own funds or refinancing—until the legal minimum corresponding to 8% is reached.
The account provided for by the decree would therefore serve primarily to monitor the legal obligation, rather than function as a reserve created through a deduction from earnings.
Under this logic, the minimum financing amount to be reached could be tracked as a firm off-balance-sheet commitment.
Once the loan is actually granted, however, it becomes necessary to determine its accounting treatment as a financial asset.
And this is precisely where another important question arises.
IFRS 9: the cost could arise when the loan is granted
The application of IFRS 9 to financing actually disbursed also requires particular attention. Under this framework, an interest-free loan falls within the scope of IFRS 9 and must initially be recognized at fair value.
A TND 10,000 loan repayable later without any interest does not, at the date it is granted, have a fair value of TND 10,000 if future cash flows are discounted at a market rate.
The difference between the amount actually disbursed and the fair value of the loan therefore represents a major accounting issue.
This difference could represent the cost of the legal obligation and be immediately recognized as an expense, or potentially presented as a separate regulatory contribution, depending on the accounting treatment ultimately adopted.
The loan would subsequently be measured at amortized cost using the effective interest method, while Expected Credit Losses (ECL) would have to be recognized in accordance with the impairment model provided for by IFRS 9.
The accounting issue therefore does not disappear. It shifts.
The problem would no longer be an 8% deduction from distributable profit, but rather the accounting cost of the interest-free loans actually granted and the default risk borne by the bank.
Dividends therefore would not be directly reduced by 8%
This distinction is essential when assessing the mechanism's impact on banks' dividend policies.
Based on 2025 earnings, the 8% represents an amount that we estimate at approximately TND 143 million, equivalent to nearly 16.6% of the dividends distributed in 2026 by the banks concerned in respect of their 2025 financial year.
A mechanical comparison between these TND 143 million and the dividends could suggest that the new mechanism might directly reduce banks' distribution capacity.
If the accounting analysis outlined above is adopted, this would not be the case.
The TND 143 million would represent the minimum volume of loans to be granted, rather than an amount to be deducted from distributable profits.
This does not mean, however, that the mechanism will have no impact on future profitability.
An indirect impact on future profits remains possible
Honor financing is provided without interest and without collateral. Banks must also bear the costs of assessing, processing, monitoring, and collecting these loans without being able to charge the fees normally associated with such transactions.
Added to this is the IFRS 9 treatment discussed above.
The difference between the amount disbursed and the loan's initial fair value could generate an accounting cost at the time the loan is granted. Banks would then have to recognize expected credit losses and, if portfolio quality deteriorates, absorb provisions and potentially actual losses.
The mechanism could therefore weigh somewhat on future profits, but through a very different channel from a direct 8% deduction from distributable earnings.
This is the distinction that should be retained: not necessarily 8% less distributable profit, but potentially additional costs and risks capable of affecting results in subsequent financial years.
Distributable reserves also provide some room for maneuver
Even if the accounting costs, provisions, and defaults associated with honor financing eventually weigh on banks' profitability, their impact on dividends would not necessarily be immediate.
The banks concerned are, by definition, profitable, and several of them have accumulated distributable reserves over the years.
These reserves could, at least in the short term, help absorb part of the mechanism's impact and allow banks to maintain a relatively stable dividend policy.
Over the longer term, the issue will depend primarily on the quality of the loans granted, the level of defaults, the accounting cost associated with interest-free financing, and banks' ability to absorb these charges without permanently weakening their profitability.
2025 financial year: the absence of a specific reserve does not exempt banks
This new interpretation also sheds light on the specific issue concerning the 2025 financial year.
The late publication of the decree had raised a question: Should banks, when allocating their 2025 earnings, have established a specific reserve or allocation pending the implementing text?
If the 8% does not constitute an allocation of earnings but merely serves as the calculation basis for a financing obligation, the absence of a specific reserve at the general shareholders' meeting would not eliminate the obligation created by Article 412 ter.
The general meeting would primarily have served to establish the net profit used as the reference for calculating the 8%.
Accordingly, the publication of the decree makes the mechanism operational regardless of how each bank previously allocated its earnings.
Banks would therefore be required to receive applications for honor microfinancing and process them under the conditions and within the deadlines established by the decree, including the maximum period of ten banking business days for reaching a decision, regardless of whether their general meeting had provided for a specific allocation for this mechanism.
This interpretation considerably reduces the question of whether the resolutions concerning the allocation of 2025 profits would need to be revised.
The question of dividends gives way to the question of the mechanism's actual cost
The analysis of the mechanism following publication of the decree therefore shifts the focus of the debate.
The question is no longer simply whether banks will have to sacrifice 8% of their distributable profits to finance honor microloans. The 8% appears instead to constitute a minimum threshold of loans to be granted rather than a mandatory allocation of earnings.
The real question becomes the economic and accounting cost of this obligation.
What will be the initial fair value of these interest-free loans? What market rate should be used to discount their cash flows? How will the difference between the amounts disbursed and this fair value be accounted for? What level of expected credit losses will arise under IFRS 9? And above all, what default rate will actually be recorded for a category of financing granted without collateral?
These questions will determine much more directly the mechanism's impact on banks' future profitability and, consequently, their ability to sustainably distribute dividends.
An official accounting doctrine from the Central Bank of Tunisia or the competent authorities would therefore be desirable in order to harmonize the accounting treatment of the mechanism across institutions.
At this stage, however, one conclusion is emerging: the 8% should not be mechanically equated with 8% less distributable profit. The real cost for banks will instead arise from the accounting treatment, the cost of financing, and, above all, the credit risk associated with the financing actually granted.
