Corporate Law at Tunisia
Here’s a structured overview of Corporate Law in Tunisia, based on the current legal framework and business practices as of 2025:
🇹🇳 Corporate Law in Tunisia: Overview
1. Legal Framework
The principal legislation governing corporate law in Tunisia is the Commercial Companies Code (Code des Sociétés Commerciales - CSC), enacted by Law No. 2000-93 and amended multiple times, most recently to enhance corporate governance and digital incorporation.
Supplemented by the Investment Law (Law No. 2016-71) for foreign investors.
2. Types of Business Entities
| Type | Description | Min. Capital | Liability |
|---|---|---|---|
| SARL (Société à Responsabilité Limitée) | Private limited company; popular for SMEs | TND 1,000 | Limited to contributions |
| SA (Société Anonyme) | Public limited company; suited for large enterprises | TND 5,000 (private) / TND 50,000 (public offering) | Limited |
| SNC (Société en Nom Collectif) | General partnership | No min. capital | Unlimited joint liability |
| Sole Proprietorship | Owned by an individual | No min. capital | Unlimited personal liability |
3. Corporate Governance
SARL:
Managed by one or more managers (gérants)
No board of directors required
General Assembly of partners required for key decisions
SA:
Requires:
Board of Directors (minimum 3, maximum 12 members)
General Meeting of Shareholders
Statutory Auditor(s) (Commissaire aux comptes) for financial oversight
4. Registration & Compliance
Companies must register with the National Register of Enterprises (RNE) and obtain a Tax ID (Matricule Fiscal).
All companies must maintain accounting records in line with Tunisian GAAP.
Annual financial statements must be submitted to tax authorities and published depending on company type and size.
5. Taxation
Corporate tax rate: Standard is 15% (as of recent reforms), but can vary:
10% for agricultural businesses
Up to 35% for financial institutions and telecoms
VAT: 19% standard rate
Incentives:
Tax holidays or reductions for exporting companies, tech startups, or those in regional development zones.
6. Foreign Investment
Tunisia is generally open to foreign investors, though some sectors require government approval (e.g., agriculture, telecom, energy).
Foreigners can own up to 100% of a company in most sectors.
The Investment Law offers guarantees like free transfer of capital/profits and dispute resolution via arbitration.
7. Recent Reforms
Digital company registration through the RNE portal
Improved transparency and anti-money laundering compliance
Development of Startup Act incentives for tech ventures
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