SETTING UP BUSINESS_TUNISIA 2026

SETTING UP BUSINESS IN

TUNISIA

2026

2026 TUNISIA

SETTING UP BUSINESS IN

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General Aspects Official language: Arabic Tunisia is strategically located in North Africa, forming a natural bridge between Europe, • Africa and the Middle East. It shares borders with Algeria and Libya and benefits from • Business languages: French (widely used), English (increasingly used) strong maritime and air connections with Europe.

• Time zone: GMT +1 • Surface area: approx. 163,610 km² Tunisia has a diversified economy driven by manufacturing, services, agribusiness, ICT and • Population: approx. 12 million offshore activities. The country maintains close economic ties with the European Union and is member of major international financial institutions.

• Capital city: Tunis •

Currency: Tunisian Dinar (TND)

Legal Forms of Business Entities Legal Form

Number of Partners

Minimum Capital

Liability

SUARL (Single Member LLC)

1

Flexible (usually 1,000 TND)

Limited to contributions

SARL (Limited Liability Co)

2 to 50

Flexible (usually 1,000 TND)

Limited to contributions

SA (Joint Stock Company)

Min. 7

5,000 TND (50,000 if public)

Limited to contribution

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Partnerships

Description

Partnerships

In these structures, the identity and reputation of the partners are more Partnerships are built on the “Intuitu Personae” principle (the person matters more than the capital). important than the capital itself.

Société en Nom Collectif (SNC): Every partner is a “Merchant” (Commerçant). They have unlimited joint and several liability. If the company owes money, creditors can pursue the personal assets of any partner.

Remarks

Fiscal Transparency: This is the biggest advantage. Partnerships are not taxed at the company level (no Corporate Income Tax). Instead, profits “flow through” to the partners, who are taxed personally.

Benefit: If the business incurs losses in the first years, partners can often offset Société en Commandite Simple (SCS): A hybrid. It has General Partners these losses against their other income in Tunisia, reducing their overall tax (unlimited liability) and Limited Partners (liability limited to their burden. contribution).

No Minimum Capital: Unlike a Joint Stock Company (SA), structures like the Société en Participation: This is a “hidden” partnership. It has no legal SNC (General Partnership) have no legal minimum capital requirement. You personality, no name, and is not registered with the RNE. It is strictly a can tailor the capital to your actual needs. contract between parties to share profits/losses on a specific project.

High Credibility with Banks: Because partners in an SNC have unlimited and joint liability, banks are significantly more willing to grant loans. The personal assets of the partners serve as the ultimate guarantee, often removing the need for complex third-party collateral.

Contractual Flexibility: The partners have more freedom to write their own rules in the “Statutes” (Articles of Association) regarding profit distribution and management, compared to the rigid structure of an SA. Corporations

These are the preferred vehicles for foreign investment because they Limited Liability shield personal assets.

Protection of Assets: Your financial risk is strictly limited to the amount of capital you have contributed. Your personal property is entirely shielded from The Rise of the SAS (Société par Actions Simplifiée) The SAS was introduced to the Tunisian Commercial Code to provide company creditors.

Defined Risk: This is essential for international investors who want to ringGovernance: Unlike the SA, which requires a rigid Board of Directors, the fence their Tunisian operations from their global assets.

SAS allows shareholders to define the management rules in the Statutes.

You can have a single President or a collective committee. maximum flexibility.

Capital: There is no high minimum capital requirement (unlike the SA), making it accessible for startups.

Ease of Transfer: It is much easier to bring in new investors or set up “vesting” schedules for founders in an SAS compared to a SARL.

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Branch of a Foreign Company (Succursale)

Opening a branch is often the first step for foreign companies testing the No Separate Legal Personality: The branch does not exist independently of its parent company. It uses the parent company’s name and reputation.

Tunisian market.

Legal Identity: It is an extension of the parent company. The parent is Unlimited Liability: The parent company is fully liable for all debts, obligations, and legal actions taken by its Tunisian branch. This is the main risk factor.

100% liable for the Tunisian branch’s debts.

Taxation: The branch is taxed on its Tunisian-sourced income at the Scope of Activity: The branch is limited to the activities defined by the parent company’s statutes and approved by Tunisian authorities. standard 15% rate.

Registration: It must be registered with the RNE and the Tax Office, just Management: A legal representative (Branch Manager) must be appointed to act on behalf of the parent company in Tunisia. like a local company.

Conversion: It is common for investors to start as a Branch and later “subsidiarize” into a SARL or SAS once the business scales.

Organizational Questions STAGES

Feature

Name Reservation:

Obtained from the National Registry of Importance of Name ReservationSecures exclusive use of the corporate name.Required before drafting Articles Enterprises (RNE) of Association. Prevents legal disputes.Mandatory for commercial registration.

Drafting Statutes

Articles of association can be signed The statutes must clearly specify:Company Name: As approved during the Name Reservation stage.Legal privately or via a notary.

Form: SARL, SA, SNC, etc.

Remarks

Registered Office: Full address in Tunisia.Purpose / Activities: Clear and precise business objectives.Duration: Typically up to 99 years, renewable.

Capital Deposit

Open a temporary bank account to Minimum Capital Requirements: block the social capital.

SARL: 1,000 TND (full or partial deposit, at least 20% at creation) SA: 30,000 TND (at least 50% at creation; full deposit before issuance of shares) Deposit Method: Cash or certified cheque in the company’s name.

Bank Certificate: The bank issues a capital deposit certificate (“attestation de dépôt de capital”), which is mandatory for the next registration steps.

Registration of Statutes

Done at the Tax Office (Recette des Provides official recognition of the company’s statutes by the Ministère des Finances – Direction Générale Finances). des Impôts.Ensures tax and legal compliance, particularly regarding capital and shareholder contributions.

Required for issuing the tax ID, opening accounts, and completing commercial registration.

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Investment Declaration

Submit to APII or APIA to unlock tax Submit documents electronically or physically at FIPA Tunisia. incentives.

Authorities review: Compliance with the Investment Code.

Consistency of capital and planned expenditures.

Alignment with approved activity sectors.

Processing time: Typically 1–3 weeks, depending on sector and completeness of documents.

Tax ID (Patente)

Obtain the “Déclaration d’existence” Mandatory for all companies, regardless of size or activity.Must be obtained before commencing commercial and fiscal matriculation. operations.Non-compliance can result in fines, delays, or legal penalties.

RNE Registration

Universal Requirement: Mandatory for all companies, regardless of size, legal form, or type of activity.

Pre-Operational Obligation: Must be obtained before starting any commercial operations.

Consequences of Non-Compliance: Failure to obtain the Tax ID can result in fines, operational delays, or legal penalties.

Employment Topic

Feature

Default Open-Ended Contracts (CDI):

Per the 2025 labor law, the CDI is now the default employment The Contrat à Durée Indéterminée (CDI) is the default form of employment contract in standard. Fixed-term contracts (CDD) are strictly restricted to Tunisia, used when no specific end date is agreed. It provides maximum job security and temporary surges in work or specific project-based tasks. establishes a long-term employment relationship between employer and employee.

Probation Period

Fixed at 6 months, renewable once. Terminating during this period requires 15 days’ notice.

Ban on Labor Subcontracting

Outsource-hiring of core personnel (manpower lending) is certain labor arrangements and subcontracting practices are restricted to protect prohibited for the company’s main activities. workers’ rights and ensure compliance with labor laws. This is particularly relevant for companies employing staff indirectly through third parties.

Social Security (CNSS

Employer share: approx. 16.57%.

Registration Process

Employee share: 9.18%.

Obtain a Tax ID (Patente) – prerequisite for CNSS registration.

Remarks

Submit required documents to the local CNSS office: Tax ID certificate.

Company statutes or registration documents.

Identification of employees.

Receive CNSS registration number, which is used in all social contribution declarations.

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Corporate Taxation by Specific Sectors in Tunisian Specific Sectors

Includes

Tax Regime

Banking and Financial Sector

Banks

Corporate Income Tax (CIT): 35%

Financial institutions

Subject to Social Solidarity Contribution (when applicable)

Leasing companies

Many financial operations are VAT exempt under specific rules

Factoring companies Insurance and Reinsurance

Entities that provide protection to individuals or corporations against Tax Regime specified perils (e.g., life, health, property, motor) CIT: 35% Companies that provide insurance to primary insurance companies, Specific rules apply to technical provisions known as “ceding companies” or “cedents” Certain insurance premiums subject to sector-specific taxation

Telecommunications

company provides infrastructure and services for voice, data, and CIT: 35% internet communication, License and regulatory fees may apply VAT at standard rate (19%) on telecom services

Oil & Gas / Hydrocarbons

Exploration & Production CIT: minimum 35% Royalties may apply Production-sharing mechanisms depending on contracts Renewable Energy Generally subject to 15% CIT Investment incentives may apply depending on project classification

Large Retail & Commercial Activities

Arge-scale retail and commercial activities involve high-volume sales of CIT: 15% (standard rate) diverse goods to consumers, typically housed under a single roof or via Local municipal tax (TCL) calculated on turnover large-scale distribution networks VAT at 19%

Professional Services Companies

Professional services companies provide specialized, knowledge-based (Law firms, engineering firms, consulting firms, etc., when structured as expertise and intangible services—such as consulting, accounting, legal, companies) and IT support—to businesses and individuals CIT: generally 15% Subject to withholding tax on certain payments VAT depending on the nature of services

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Fully Exporting Companies

businesses that produce goods or services exclusively for international Companies operating mainly for export benefit from a specific framework: markets, frequently benefiting from tax exemptions, VAT suspension, CIT: 15% and simplified customs procedures VAT exemption on exports VAT suspension mechanism on certain purchases More flexible foreign exchange regime Profit repatriation allowed under exchange regulations

Startups (Startup Act Regime)

For companies officially granted the Startup Label: Temporary Corporate Income Tax exemption Possible social security incentives Flexible foreign exchange rules Investment support mechanisms

Agriculture and Fisheries

CIT: generally 15% Specific VAT regimes depending on products Possible sector-based incentives

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This guide has been prepared by EXACOM, an independent member of Antea EXACOM 35 Avenue Habib Bourguiba , Imm. Florence 1, Bureau A43, Ariana, Tunisia Tel.: + 216 70 698 845 Mail: contact@exacomaudit.com Web: www.exacomaudit.com/

SETTING UP BUSINESS IN

TUNISIA

2026

This publication is intended as general guide only. Accordingly, we recommend that readers seek appropriate professional advice regarding any particular problems that they encounter. This information should not be relied on as a substitute for such an advice. While all reasonable attempts have been made to ensure that the information contained herein is accurate, not Antea Alliance of Independent Firms neither its members accepts no responsibility for any errors or omission it may contain whether caused by negligence or otherwise, or forany losses, however caused, sustained by any person that relies upon it. © 2026 ANTEA