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)
- 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
|Also known as:||SARL||SA||Succursale||Bureau de liaison|
|How long to set the company up?||5 weeks||6 weeks||4 weeks||4 weeks|
|How long to open company bank account?||4 weeks||4 weeks||4 weeks||4 weeks|
|Wholly foreign owned?||Yes||No||Yes||Yes|
|Minimum share capital?||US$500||US$3,000||N/A||N/A|
|File annual tax return?||Yes||Yes||Yes||Yes|
|Tax registration certificate required?||Yes||Yes||Yes||Yes|
|Recommended corporate bank account?||International Tunisia Arab Bank||Atijari Bank||Tunis International Bank||Arab Tunisian Bank|
|Does our Client need to travel?||No||No||No||No|
|Resident director or representative required?||No||Yes||Yes||Yes|
|Tunisian partial ownership required?||Yes||Yes||No||No|
|Minimum directors allowed?||1||3||1||1|
|Tax identification code needed?||Yes||Yes||Yes||Yes|
|Corporate shareholders allowed?||Yes||Yes||Yes||Yes|
|Corporate director(s) allowed?||No||No||No||No|
|Tunisia standard corporate tax rate?||25%||25%||25%||N/A|
|Annual financial statements required?||Yes||Yes||Yes||Yes|
|Statutory audit always required?||No||Yes||Yes||Yes|
|Regulated by?||Tunisia Trade Registry||Tunisia Trade Registry||Tunisia Trade Registry||Tunisia Trade Registry|
|Allowed to issue sales invoices?||Yes||Yes||Yes||No|
|Allowed to sign contracts?||Yes||Yes||Yes||No|
|Allowed to import and export goods?||Yes||Yes||Yes||No|
|Can rent an office space in Tunisia?||Yes||Yes||Yes||Yes|
|Can buy Tunisia property?||Yes||Yes||Yes||No|
|Can own equity in other Tunisia companies?||Yes||Yes||No||No|
|Total Tunisia business setup costs in Yr. 1?||US$12,200||US$17,200||US$14,200||US$14,200|
|Subsequent annual costs (incl. accounting and tax fee)?||US$3,400||US$3,400||US$3,400||US$3,400|
|Sample engagement invoice?|
Frequently asked questions
Why setup a company in Tunisia?There are several advantages of setting up a company in Tunisia. Client’s especially appreciate i) Tunisia’s consistent moderate growth over the past decade ii) no minimum capital requirements and iii) the range of languages used for business – Arabic, English, French and German.
For Tunisia company setup, what is the minimum number of shareholders and directors required?For a Tunisia LLC, at least 2 shareholders and 1 director is mandatory.
How do I setup a business in Tunisia?Healy Consultants provides Tunisia company setup services. Healy Consultants will assist our Clients with i) business registration ii) business license registration iii) immigration solutions iv) employment strategies v) business banking solutions vi) office rental/ virtual office setup and vii) tax planning.
What is the cost of setting up a company in Tunisia?Healy Consultants fees for Tunisia LLC setup is US$12,200 including i) company formation ii) government license and registration fees and iii) bank account opening fees.