Business entities in Tunisia

Business entities in Tunisia

There are several ways of doing business in Tunisia but the corporate structure preferred by most entrepreneurs to do so is the limited liability company (LLC). Foreign corporations not willing to consolidate their accounts can alternatively register a branch. A representative office is also a good option for first ventures in the Tunisian markets, when investors when to study this market without conducting any commercial or productive operations.

The Tunisia limited liability company (SARL)

    Tunisia business entity setup requirements
  • The Tunisia limited liability company is usually used by entrepreneurs willing to establish SMEs in Tunisia. An LLC must have at least 2 shareholders and one director who can be of any nationality and do not need to live in Tunisia. There is no systematic joint venture requirement to establish a foreign-owned business, if the company is not planning to do commercial trade and the paid-up capital is US$500 (TND1,000);
  • All Tunisian companies are required to register for VAT and corporate income tax with the Tunisian tax authority during the registration procedures. However, limited liability companies are not required to appoint a statutory auditor, provided the company’s total assets are below US$55,000.

The Tunisia public liability company (SA)

  • While the minimum capital required to form a public limited company in Tunisia (US$3,000) is limited compared to other countries, this business entity is however only recommended for businessmen in need to attract investment from third parties. At least 7 shareholders and 3 directors must indeed be appointed when incorporating a PLC. Foreign investors are furthermore only allowed a 49% ownership of this entity or must seek foreign investment approval from the Higher Investment Board;
  • Unlike LLCs, Tunisian PLCs must also always appoint an auditor with the mandate to check the company’s accounts.

The Tunisia branch office (succursale)

  • The Tunisia Companies Law allows entrepreneurs to setup branches of their foreign companies in Tunisia. The scope of operations for this entity will be defined by the parent company. A branch must appoint at least 1 resident director of any nationality during the registration process. This entity must register with the Tunisia Trade Registry in order to conduct any commercial activity in Tunisia;
  • Compared to a limited liability company, registering a branch in Tunisia presents the advantage of limiting the accounting and bookkeeping obligations. However, the foreign company will be fully liable against potential losses and debt suffered by its local branch.

The Tunisia representative office (bureau de liaison)

A representative office must appoint at least on director who must be resident in Tunisia. This entity is mainly used as a liaison office and can only engage in i) market research and ii) promoting the business of the parent company.

Table of comparison between Tunisia business entities

 LLCPLCBranchRep Office
Also known as:SARLSASuccursaleBureau de liaison
How long to set the company up?5 weeks6 weeks4 weeks4 weeks
How long to open company bank account?4 weeks4 weeks4 weeks4 weeks
Legal liability?LimitedLimitedUnlimitedUnlimited
Wholly foreign owned?YesNoYesYes
Minimum share capital?US$500US$3,000N/AN/A
File annual tax return?YesYesYesYes
Tax registration certificate required?YesYesYesYes
Recommended corporate bank account?International Tunisia Arab BankAtijari BankTunis International BankArab Tunisian Bank
Does our Client need to travel?NoNoNoNo
Resident director or representative required?NoYesYesYes
Tunisian partial ownership required?YesYesNoNo
Minimum directors allowed?1311
Minimum shareholders?2711
Tax identification code needed?YesYesYesYes
Corporate shareholders allowed?YesYesYesYes
Corporate director(s) allowed?NoNoNoNo
Tunisia standard corporate tax rate?25%25%25%N/A
Annual financial statements required?YesYesYesYes
Statutory audit always required?NoYesYesYes
Regulated by?Tunisia Trade RegistryTunisia Trade RegistryTunisia Trade RegistryTunisia Trade Registry
Allowed to issue sales invoices?YesYesYesNo
Allowed to sign contracts?YesYesYesNo
Allowed to import and export goods?YesYesYesNo
Can rent an office space in Tunisia?YesYesYesYes
Can buy Tunisia property?YesYesYesNo
Can own equity in other Tunisia companies?YesYesNoNo
Total Tunisia business setup costs in Yr. 1?US$12,200US$17,200US$14,200US$14,200
Subsequent annual costs (incl. accounting and tax fee)?US$3,400US$3,400US$3,400US$3,400
Sample engagement invoice?Tunisia LLC invoiceTunisia PLC invoiceTunisia Branch office invoiceTunisia Rep office invoice

Frequently asked questions

Contact us

For additional information on our business setup services in Tunisia, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Mr. Simon Guidecoq, directly:
client relationship officer - Simon
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