Located in North Africa, close to Europe and the Middle East, Tunisia attracts many foreign investors. Thanks to the government's endeavor to liberalize its economy, it has been more open toward foreign investments in recent years. So if you are planning to set up a business in Tunisia, here's what you need to know.
How to set up a company in Tunisia: overview
First of all, you should contact the Agence de Promotion de l'Industrie (API), a public institution whose aim is to implement and enforce the government's policy for the promotion of the industrial sector as a support structure for companies and promoters.
Indeed, the state has started to simplify and accelerate administrative procedures so as to attract more foreign investors by providing a transparent legal framework along with tax benefits and investment guarantees.
Besides being part of the World Trade Organization (WTO), Tunisia is also the first South Mediterranean country to have signed a partnership and cooperation agreement with the European Union (EU). The country has also signed several other international conventions and agreements, namely:
- Agreement with the Multilateral Investment Guarantee Agency (MIGA)
- Protection of investment and double taxation agreements with most countries of the Organization for Economic Co-operation and Development (OECD)
- Convention on the establishment of the Arab Organization for Investment Guarantee
- Inter Arab Convention
- Inter Islamic Convention
- Inter Maghreb Convention
- Membership with the International Center for Investment Disputes of the Regulation.
How to set up a company in Tunisia?
To set up your business in Tunisia, you should proceed as follows.
First, make sure you invest a proper amount of time studying the market and learning about the most promising niches. Unless you have a ready-made business model, it's essential to learn more about the economy of the country you are about to start a company in.
Second, you need to be aware of certain limitations. As an expat in Tunisia, if you want to invest in certain sectors, you will need to obtain proper authorization first. These include:
- road transport (including railway)
- shipping
- air transport
- communications
- education and teaching
- professional training
- production and cultural industry (cinema)
- entertainment for the youth and child mentoring
- health care
- property development
- publishing and advertising
- organizing sports and youth events
- collection, transportation, treatment, recycling and recovery of waste and refuse in the textile sector (Ministry of Industry and Technology)
- Internet public center
- carnival
- circus
- advertising and sponsorship of leisure projects
- tobacco cultivation
- industry
- manufacture of weapons and ammunition, parts and components (authorization from the Ministry of the Interior and Local Development)
- mechanical weaving carpets and rugs (authorization from the Ministry of Industry and Technology)
- recycling and processing of waste and refuse (authorization from the Ministry of the Environment)
- running well drilling and water (authorization from the Ministry of Agriculture and Water Resources)
- wine preparation (authorization from the Ministry of Industry and Technology)
- brewing and malting (authorization from the Ministry of Industry and Technology)
- tobacco industries (authorization from the Ministry of Finance)
- semolina and flour mill (authorization from the Ministry of Industry and Technology)
- refining of edible oils (authorization from the Ministry of Industry and Technology)
- manufacturing of bars and profiled re-bars (authorization from the Ministry of Industry and Technology)
- fraying (authorization from the Ministry of Industry and Technology)
- lime and cement manufacturing (authorization from the Ministry of Industry and Technology)
- flat glass (authorization from the Ministry of Industry and Technology).
Services that do not only induce export
According to decree 94-492, the participation of foreign investors, residents or non-residents, in service activities that do not induce only export is itself subject to the approval of the High Commission for investments if it exceeds 50% of their capital.
This applies to the following sectors:
- transportation
- communications
- tourism (tourist travel agency)
- education, teaching and training
- film and theater production
- entertainment for the youth and child mentoring
- public works
- property development
- topographical services
- electricity buildings
- laying of tiles and mosaics
- installation of suspended ceilings
- plaster molding and installation of plaster work
- roof tightening
- construction
- translation and language services
- caregiving
- organization of conferences, seminars, fairs and exhibitions
- publishing and advertising
Once you know what niche you want to operate in, you will need to decide what type of company you want to open.
Types of companies expats can open in Tunisia
You will have the following options: Limited Liability Company, Public Liability Company, Branch Office and Representative Office.
Limited Liability Company (Société Anonyme à Responsabilité Limitée, SARL)
If you want to set up a small or medium-sized company in Tunisia, you will probably be setting up a Limited Liability Company. A Limited Liability Company must have at least two shareholders and one director. The director of a limited liability company can be of any nationality and doesn't have to reside in Tunisia.
There are no specific requirements for setting up a foreign-owned business in Tunisia if the company won't be involved in commercial trade and has a paid-up capital of $500.
All Tunisian companies must register for VAT and corporate income tax via the Tunisian Tax Authority. But if you are opening a Limited Liability Company, you won't have to appoint a statutory auditor.
Public Liability Company (SA)
This type of company setup is typically recommended to those who want to attract third-party investment. To form a public liability company, you will need to appoint at least seven shareholders and three directors. The minimum capital requirement is $3,000. Additionally, as a foreign investor, you will only be allowed to own 49% of the company and will need to obtain investment approval from the Higher Investment Board in Tunisia.
Branch office
Under Tunisian law, you can also set up a branch of a foreign company in Tunisia. In this case, the scope of company activities will be defined by the parent company. A branch company must appoint at least one director (of any nationality)and register with the Tunisia Trade Registry.
One of the main advantages of opening a branch office (compared, for instance, to a Limited Liability Company) is that you will have limited bookkeeping and accounting obligations. With that, it's important to know that the foreign company will be fully liable for any financial loss and debt incurred by the branch office.
Representative Office (Bureau de Liason)
A representative office in Tunisia can only engage in two types of activities: market research and business promotion for the parent company.
How to register a company in Tunisia?
You are required to submit a draft or online declaration to the Tunisian Industry Portal, the Agency for Promotion of Industry and Innovation.
If you have made the declaration online, your declaration will be processed within 24 hours. Note that the API has several branches, so you can access it even if you are not in Tunis.
You will then have to open a blocked account in a Tunisian bank in the name of the company. You will deposit the company's capital in this blocked account. The sum will then be transferred to a current account once the company has been set up.
Thereafter, you have to register your company's statutes (10 copies) at the Finance Registry. Note that you will require two copies of the statement of deposit certificate of the investment project. You will also need a 15 dinars stamp and two 5 dinars stamps to be used later on.
You will then have to apply for a tax identification card at the tax office by producing the following:
- a copy of your passport or identity card (depending on what has been specified in the statutes)
- a copy of the company's statutes
- a copy or the company's lease documents or a certificate of residence (for those who choose to operate the company from their home). In this case, the certificate of residence has to be authenticated with a municipal branch.
You also have to go to the court office with the following:
- two application forms to be filled in Arabic and French (these are available on the spot)
- two copies of the declaration of project deposit certificate
- two copies of the company's statutes
- two copies of the company's tax identification card
- two copies of your passport or identity card
- a 15 dinars stamp.
You will then have to report to the JORT official printing for the publishing of a notice in the newspaper, typed in French and Arabic. The following documents have to be produced:
- your tax identification card
- a copy of your passport or identity card
- the texts to be published (with your signatures at the back)
- fees of 55 dinars.
Finally, you have to go back to court with the document issued by JORT. You will then receive two extracts from the Registry of Commerce by producing a 5 dinars stamps.
Note that these procedures and documents required may differ from one type of company to another. Ideally, it is recommended that you follow these steps:
- start by making a market study
- technical and financial provision to find funding
- choosing the type of company you would like to set up: Individual Company, Limited Liability Company, Single-member Limited Liability Company, Public Limited Company.
However, foreign nationals who wish to invest in the following sectors have to obtain adequate authorization first:
Useful links:
API Tunisie - Agency for the Promotion of Industry
We do our best to provide accurate and up to date information. However, if you have noticed any inaccuracies in this article, please let us know in the comments section below.
