Doing business in Tunisia involves understanding the legal structures, the registration process, and the regulatory environment for foreign investment.
Here is a general guide on how to approach doing business in Tunisia:
1. Choose Your Business Structure
Foreign investors typically choose one of the following legal forms:
- Limited Liability Company (Société à Responsabilité Limitée – SARL):
- The most common structure, especially for Small and Medium-sized Enterprises (SMEs).
- Requires a minimum of two shareholders (up to 50) and one director.
- Shareholders can be of any nationality and do not need to be resident.
- Minimum share capital: TND 1,000 (approximately $320 – $500 USD).
- Single-member SARL (SUARL): An SARL owned by a sole proprietor.
- Public Limited Company (Société Anonyme – SA):
- Used for larger enterprises.
- Requires a minimum of seven shareholders and three directors.
- Higher minimum capital: at least TND 5,000.
- Foreign ownership limit: PLCs normally cannot be more than 49% foreign-owned without seeking special approval for certain non-totally exporting service activities.
- Branch Office (Succursale):
- An extension of the foreign parent company.
- The parent company is fully liable for the branch’s debts and losses.
- Requires at least one resident director of any nationality.
- Representative Office (Bureau de Liaison):
- Limited to non-commercial activities like market research and promoting the parent company.
- Cannot engage in trading or productive operations.
2. Company Registration Steps (Simplified)
Tunisia has a streamlined process, often centralized at a “One-Stop Shop” (like the Agence Nationale de la Promotion de l’Industrie et de l’Innovation – APII).
- Reserve the Company Name: Check availability and reserve the name with the National Register of Enterprises (RNE).
- Secure a Legal Address: Obtain a lease contract for your office space or a domiciliation contract. This contract must be registered at the local tax office.
- Draft and Notarize Statutes: Prepare the company bylaws/statutes, outlining the company’s structure, capital, and governance. It’s highly recommended to use a local legal advisor or certified accountant for this.
- Register and Obtain IDs:
- File a Declaration of Existence at the local tax office.
- Obtain your Tax Identification Card (Patente) and fiscal registration number.
- Register with the RNE to get the official company certificate (RNE extract).
- Social Security Registration (CNSS): Register the company and, if applicable, the non-salaried director/owner with the National Social Security Fund.
- Open a Bank Account: Open a local corporate bank account.
3. Key Regulatory Considerations for Foreign Investors
- Investment Law (2016-71): This law aims to simplify procedures and offers the same rights and obligations to foreign and Tunisian investors.
- Foreign Ownership Limits:
- Foreign investors can have 100% ownership in most industrial and service sectors.
- However, a “negative list” exists for certain strategic sectors (e.g., banking, finance, transport, hospitality, and certain commercial activities) which may require government authorization or limit foreign majority ownership.
- Foreigners are not allowed to own agricultural land.
- Investment Incentives: Tunisia offers a range of incentives, including:
- Tax exemptions for new businesses in certain regions or free trade zones.
- Reduced corporate tax rates for fully exporting companies (those exporting at least 70% of their production), which are currently taxed at a reduced rate (e.g., 10%).
- Incentives for projects of “national importance” (high capital or job creation).
- Repatriation of Funds: Generally, the transfer of profits and the liquidation value of foreign capital invested in convertible currency is guaranteed, although the capital account is still subject to control by the Central Bank of Tunisia (CBT).
4. Business Opportunities and Strategic Advantages
Tunisia’s strategic location (as a gateway to Europe, the Middle East, and Africa) and its existing infrastructure offer opportunities in several key sectors:
- Manufacturing: Especially in mechanical, electrical, and electronic industries, automotive parts, and aeronautics, which benefit from proximity to the EU market.
- Textiles and Clothing: A well-established sector that heavily exports to Europe.
- Information and Communications Technologies (ICT): Growth in broadband, mobile services, and digital startups.
- Renewable Energy: Significant investment is happening in solar and wind projects.
- Tourism: Opportunities exist in high-end, niche, and medical tourism.
It is strongly advised to consult with a local corporate lawyer and certified public accountant to navigate the specific legal, tax, and labor requirements relevant to your business activity.