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Company Formation in Tunisia

Overview :

Tunisia, the smallest country on the North African coast, has the most diversified economy in the region. With a population of slightly over 10 million, it has one of the highest standards of living on the continent. The country has prospered under long-standing government policies to develop manufacturing, tourism, and agriculture. At the same time, social programs limit population growth, provide a high standard of education, and ensure a relatively decent standard of living for all.

  • The local economy is largely oriented towards services, which account for 40% of the GDP, including the booming sectors of Information and communication technologies and tourism.
  • Tunisia it had an average annual growth of around 5%.
  • The growth drivers are the export and consumption.
  • In purchasing power parity, Tunisia is close to the income levels of developed countries.
  • For the last few years, foreign direct investments in Tunisia have evolved considerably. They currently represent 10% of productive investments, generate one third of the exports and 15% of the total number of jobs.
  • The main investment sectors are textile, computer science, corporate services, energy and tourism. The sectorial distribution today shows a definite orientation towards industrialization.
Tax Regime
  •  The normal corporate tax rate is 30%.
  • A non-resident is subject to tax only on personal income from Tunisian sources.
  • There is no specific capital gain tax on receipts derived from capital investments made in hard currency or in convertible Dinar.
  • Fully exporting companies established before this date benefit from whole exemption of their profits during 10 years. Then, the rate of 10% is applicable.
  • The investment of non-resident buyers in foreign currency will be registered with the Central Bank of Tunisia, which confers a transfer guarantee, outside of Tunisia, for the proceeds from the sale of real estate and rental income, without limit in time or amount

Types of entities

General Partnership :

Formed   with   a   minimum   of   two   partners,   considered   as   traders,   natural   or   legal persons, the General Partnership is a company with unlimited liability for partners as they respond personally, jointly and severally for the debts of the company.

Limited Partnership :

The Limited Partnership is 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 Limited Partnership. Sleeping partners or dormant partners are the donors and their liability is limited to   the   amount   of   their contributions   ever   since   they   do   not   participate   in   the management of the company at risk of being treated as an active partner.

Joint-venture :

The Joint Venture is a typical structure for the legal entity partnership or natural person partnership. It is the simplest form of society in Tunisia. Indeed, this form is appropriate   for   partners   wishing   to   cooperate   on   a   confidential   basis   in   a   joint project to share profits and losses resulting from this cooperation. This company   does   not   have   legal   personality, it   has   no   headquarters,   nor   name,   nor the ability to exercise a right to justice and it is unknown by third parties.

Public limited Company :

The   limited   company is a very   common   form   in   Tunisia.   For   its   corporation,   it   is necessary to hold a meeting of at least seven shareholders which can be natural or legal persons and that, throughout the lifetime of the company. The minimum share is 5,000 Dinars.

Partnership Limited by Shares :

As   General   Partnership   (GP),   the   Partnership   Limited   by   Shares   (PLS),   is   also   a form of association where capital and liabilities are separated. Thus, the general partners are responsible for managing the company. They have the quality of merchants and they respond personally, jointly and severally for the debts of the company. Sleeping partners, at the minimum number of three, are the shareholders fully comparable to those of a Public Limited Company. Their liability is also limited to their contribution in the capital.

Limited Liability Company :

The LLC is the most commonly form of company used in Tunisia. It is incorporated with a minimum of two partners and a maximum of 50 members.

Sole Limited Liability Company :

The Conditions of SLLC is that of LLC, except that in management matter which provides that the sole partner that cannot be other one than a natural person, company manager.

Time Period

It usually takes 11 days to set up a business in Tunisia.