Which legal structure can I choose?

Below is a list of legal forms which are used for businesses in Tunisia. However, in practice, many startups choose to begin their activities without creating any legal structure.

Patente

A patente d’entreprise (business license) is the simplest way to register a business in Tunisia. To apply, you can fill in the required forms on the website of the API (Agence de Promotion de l’Industrie et de l’Innovation) and the API will respond within maximum 24 hours. 

Partnerships

Partnership is a type of business organization in which two or more individuals manage and operate the business, and share profit and loss in accordance with terms of the partnership agreement.

General Partnership (GP)

• Formed with a minimum of two partners (as traders, natural or legal persons)
• Unlimited liability for partners
• No minimum capital is required
• Managed by one or more managers

Limited Partnership (LP)

• Formed between two groups of partners (active partners and sleeping partners)
• The active partners have the same rights and obligations as members of a General Partnership, and are responsible for the management of the LP
• Sleeping partners are the donors and their liability is limited to the amount of their contributions

Joint-Venture (JV)

• A type of structure for legal entity partnership or natural person partnership
• The simplest form of society in Tunisia
• No requirements for legal advertising
• No legal personality, no headquarters, nor name and it is unknown by third parties
• Each partner in a Joint-venture is required to act in accordance with the contract and articles of association
• Managed by one or more managers from among the members

Companies

Public Limited Company (SA)

• Requires at least 7 shareholders (natural persons or legal entities) for its incorporation
• The minimum share is 5000 Dinars (50000 Dinars if the company is formed by initial public offering)
• One quarter of the subscribed shares in cash should be paid-up at the time of incorporation, the balance is paid within a maximum of 5 years
• The shareholders’ liability is limited to the amount of their capital investment

Limited Liability Company (SARL)

• The most commonly form of company used in Tunisia
• It is incorporated with a minimum of two partners and a maximum of 50 members
• No minimum capital is required
• Management rests with one or more individuals selected from partners or third parties

Sole Limited Liability Company (SUARL)

• When a Limited Liability Company is made up of only one shareholder, it is called a Company Owned by a Sole Proprietor SUARL.
• The business is owned and managed by one single individual 
• The owner (shareholder) bears the loss to the extent of his contribution  

Branch

A branch may be defined as a permanent place of business having a certain degree of independence in its operations and dealings with third parties but no separate legal existence from the company creating it.

The branch will therefore need its own books (separate from those of the foreign company) and will have to draw up its own annual financial statements and income tax return. The branch will also be required to file a translation of its head office’s financial statements with the Commercial Register.

How do I set up a company in Tunisia?

Below is a quick summary of steps for setting up a company in Tunisia provided by DoingBusiness.org:

1. Deposit capital in a bank and opened in the name of the company to be incorporated
2. Register the Articles of Association with the tax administration in Guichet Unique (API) desk and obtain a certificate attesting that a declaration has been filed
3. File declaration of existence with the Tax Control Desk (Contrôle des Impôts) and obtain carte d’identification fiscal
4. Deposit documents at the Greffe du Tribunal
5. Advertise in the Official Gazette (JORT) with the Government Printing Office
6. Register with the Registre du Commerce at the Greffe du Tribunal
7. Register for social security
8. Get inspected by the National Social Security Fund (CNSS)
9. File a declaration with the labor inspectorate
10. Make company seal

Useful Links

• Doing Business in Tunisia