Tunisia, whose official name is the Republic of Tunisia and frequently referred to as the Republic of Tunisia in English, is the smallest country in North Africa by land area. After decades of heavy state direction and participation in the economy, Tunisia is currently undergoing economic reform and liberalization. Over a decade of moderate but sustained growth has been the result of prudent economic and fiscal planning.
In this article, the different company structures in Tunisia are explored
Limited Liability Company “SARL”
The SARL is a business with two or more shareholders who are only liable for their contributions. SUARL stands for “Company Owned by a Sole Proprietor” when a Limited Liability Company has only one stakeholder.
The capital stock represented by partnership shares is not readily transferable. The procedures for forming a Private Limited Company are less complicated.
A Limited Liability Company must have a minimum capital of TND 1000, which must be fully paid up at the time of formation. One dinar is the minimum nominal value of a share.
Public Limited Company “SA”
At least 7 shareholders are required for a Public Limited Company “SA,” which can be either natural individuals or legal entities. A business of this type can last up to 99 years.
At the time of the company’s incorporation, one-quarter of the subscribed shares should be paid up in cash. Payment of the balance shall be done in one or more installments within five years after the company’s registration date.
A Public Limited Company must appoint an auditor for three years, with the responsibility of inspecting the company’s accounts and providing audit reports to the shareholders’ general meeting.
Branch
A branch is quite straightforward to incorporate. The deadline and registration processes are the same as for a Limited Liability Company. A delegation of power should be granted to the directors of a branch who act on behalf of the parent firm. Ecovis Tunisia assists its clients in establishing and managing branches in Tunisia and Libya.
Joint-stock companies
A minimum of seven shareholders is required to form a joint-stock company. A joint-stock company’s minimum nominal value per share is TD 5. A joint-stock company’s board of directors usually consists of three to twelve members. The chairman and general manager of the corporation are chosen by the board of directors.
While foreigners are permitted to serve as directors of joint-stock corporations without restriction, officers are subject to Tunisian labor legislation, which favors Tunisians. By decree, foreign ownership in some firms is limited to no more than 49 percent of the share capital unless special approval is acquired from the Higher Investment Board.
Transfers of shares totaling more than 10% of the voting rights in an existing company require approval.
The primary purpose of joint-stock firms is to execute investment operations and activities. Banks favor the financing alternatives accessible to joint-stock businesses in terms of the availability of capital.
Foreign companies
By receiving a Merchant Card from the Ministry of Trade, a foreign firm can open and register a branch in Tunisia. For international enterprises that have entered into a contractual agreement with a Tunisian company, obtaining a Merchant Card and registering in Tunisia is substantially easier.
Along with the application for registration to the Ministry of Trade, a copy of the contract with the Tunisian firm, the foreign company’s formation documents, and all records and board decisions relevant to the construction of the foreign branch must be submitted.
The law permitting the formation of International Trade Companies (ITCs) was passed in 1996. An ITC may be entirely focused on export, with export accounting for at least 80% of its revenue
Partnership
Partnerships or a group of people can be formed under Tunisian law. The unrestricted responsibility of the individuals who form such a partnership or corporation for its commitments is a disincentive to employing this organizational structure.
Commercial Agency
Foreign enterprises who want to do business in Tunisia but don’t want to set up a company must appoint a Tunisian citizen to operate as their agent. According to the law, agency, and representation operations are only available to Tunisians. An agent who wishes to represent a foreign corporation must first sign a contract with the foreign principal and then apply for a license from the Ministry of Trade. While the parameters of an agency contract can be freely negotiated, exclusivity may not be included.
