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Starting a Business in Tunisia

Registration Requirements:

(Note: If you find these requirements have changed please contact us so that we can update this information.)

Step 1: Finding a place to locate the company to

Approximate time to complete: 2 weeks

Cost to complete: Depends on location, timing, and ability to find a good deal.

Comment: We recommend that rental contracts include an agreement saying that the rent cost will increase 5% every second year. This condition tends to be good for landlords and renters alike, giving potential for good long-term relationships.

Because it’s a hassle to change legal addresses in the future we recommend waiting until you find a place you like rather than ‘just settling’ for a place.

For those who are working with a tight budget you might want to investigate a “domiciliation” contract. These provide a legal address for you to use for all your company’s paperwork but don’t give actual office workspace. Though this might be a good short-term solution the Ministry of Employment often encourages those who apply for work visas to have an actual office and even an employee.

Like many legal documents contracts with landlords will need to be signed in the “beledia.”

Step 2: Drafting articles of association

Approximate time to complete: 2 days

Cost to complete: Anywhere from free to 2000 TND

Comment: Free templates can be found on API’s website.

Take about 12 copies to the beledia to be registered for all of your other steps in registering the company.

Step 3: Declaring project online

Approximate time to complete: 1 day

Cost to complete: free

Comment: It is critical to make sure that your company’s activities are congruent with the project you are declaring.

Step 4: Making initial bank deposit in name of company

Approximate time to complete: 1 day to set up account, 5-10 days for deposit to arrive

Cost to complete: standard international banking transfer fees, perhaps $25 to $50 USD

Comment: It’s imperative that you find a bank that is familiar with this process. They will set up a temporary account for your first deposit which will then be transferred into your permanent account upon arrival.

Step 5: Registering the Articles of Association with the tax administration in Guichet Unique (API) desk and obtaining a certificate attesting that a declaration has been filed

Approximate time to complete: 1 day

Cost to complete: 15 TND per page

Comment: Six original copies of the articles of association are deposited with the tax administration, two original copies are kept by the tax administration, and eight registered copies are delivered to the company for various formalities. Of these, three of the registered copies are required for formalities: two registered copies of the articles should be deposited with the court officer (greffe du tribunal), and one registered copy should be filed with the Tax Control Desk. If the company is eligible for the incentives of the Investment Incentives Code and is an export company (less than 30% of turnover is generated in the local market), the registration is filed with fiscal revenue service at the one-stop shop (Guichet Unique, API) desk, free of charge.

Step 6: Filing declaration of existence with the Tax Control Desk (Contrôle des Impôts) and obtaining carte d’identification fiscale

Approximate time to complete: 1 day

Cost to complete: free

Comment: The following documents are filed with the declaration of existence:

·         A printed signature form

·         A registered copy of the articles of association

·         A copy of the minutes of the nomination of the managers the managers are not designated by the articles

·         A copy of the managers’ national identity cards (a copy of the passport for foreigners)

·         A copy of the rent agreement or the certificate of ownership of the premises where the head office is located

·         Any administrative authorization that would be required to start business

Step 7: Depositing documents at the Greffe du Tribunal

Approximate time to complete: 1 day

Cost to complete: 15 TND

Comment: The following documents are filed with the Greffe du Tribunal:

·         Printed forms (provided by the office) for the depositors to complete and sign (two copies)

·         Declaration of honor signed by the managers (two copies, forms provided by the office)

·         The registered statutes (two copies)

·         The minutes that nominate the managers, if not designated by the articles of association.

·         Arabic translation of the main clauses of the articles

·         The declaration of commencement of business with the tax administration and the tax identification card (two copies)

·         Document providing the headquarters address (two copies)

·         National identity card (or passport for foreigners) of the company manager(s) (two copies)

·         Fiscal stamp (15 TND)

·         A proxy, if the formalities are undertaken by a party other than the manager

Step 8: Advertising in the Official Gazette (JORT) with the Government Printing Office and in two daily newspapers

Approximate time to complete: 7 days

Cost to complete: 200 TND

Comment: The company incorporation must be announced in the Official Gazette and in two daily newspapers, one preferably in Arabic. Upon visiting the counter of the Official Gazette and that of a daily newspaper (many publish in both Arabic and French), the founders, or any duly authorized person, must file the following documents:

·         Texts of the opinion to publish in Arabic and in French (typed)

·         A copy of the announcer’s national identity card. References attesting the deposit of an investment project declaration

·         This procedure does not hinder the subsequent procedures.

Step 9: Registering with the Register du Commerce at the Greffe du Tribunal

Approximate time to complete: 1 day

Cost to complete: 15 TND (5 TND per excerpt, 3 excerpts are needed)

Comment: To obtain the excerpt of the court’s company record promoters must file the receipt of payment for the notice in the Official Gazette.

Step 10: Registering for social security

Approximate time to complete: 1 day

Cost to complete: 5 TND

Step 11: Getting inspected by the National Social Security Fund (CNSS)

Approximate time to complete: 1 day

Cost to complete: no charge

Comment: By law, the National Social Security Fund agents are entitled to visit the company premises at any time to check whether the company is complying with the laws and regulations.

Step 12: Filing a declaration with the labor inspectorate

Approximate time to complete: 1 day

Cost to complete: no charge

Comment: Company founders must file (to be sent by registered mail) with the labor inspectorate three dated and signed copies of the declaration, which specifies:

·         The company name, business purpose, and headquarters addresses

·         The company manager’s name, age, nationality, and address

·         The social security affiliation number

·         The number of permanent seasonal positions at the time of the declaration, and the name, age, nationality, and professional skills of the employees

·         The number, date of issuance, and validity of the residence card for foreign workers

Step 13: Making company seal

 

Starting a Foreign Business in Tunisia

This piece highlights issues for consideration when starting a foreign business in Tunisia in four areas: 1) foreign business start-up, 2) access to industrial land, 3) foreign ownership issues across sectors, and 4) commercial dispute arbitration.

Foreign Business Start-Up

Foreign investors who want to set up a subsidiary in Tunisia (Tunis) will have to allow 19 days and go through 14 different procedural steps, a process that is more complex than the IAB regional and global averages. 4 procedures are specific to foreign-owned businesses. All documents of the parent company must be translated into either Arabic or French. An investment declaration that provides basic information on the prospective project must be filed with the Guichet Unique Agency for Promotion of Investment (API). Investment in manufacturing industries, agriculture, agribusiness, public works, and certain services requires only a simple declaration of intent to invest. In addition a trade license must be obtained from customs if the company wants to engage in international trade. The company must also obtain a certificate of capital importation from the Central Bank of Tunisia. There are certain exchange control and currency regulations limiting foreign currency bank accounts (also called “professional accounts in convertible dinars”) to subsidiaries that will be exporting all of their production Professional accounts in convertible dinars may be opened, upon authorization from the Central Bank of Tunisia, by any resident individual or legal entity having foreign currency. There is no minimum paid-in capital requirement for setting up a local or foreign LLC. However, any capital investment agreed upon in the articles of association must be paid in full. There are no restrictions on the composition of the board of directors or appointment of officers in a foreign-owned subsidiary.

Access to Industrial Land

Tunisian law states that, in Tunis, foreign companies may lease privately held land for 2 years (renewable) without authorization. If the lease contract is for longer than 2 years, the governor’s authorization is required, unless the land is located in an industrial zone that is specifically designated for industrial activities. Foreign companies seeking to access land in Tunisia also have the option to lease publicly held land and buy privately held land. It is not possible to purchase publicly owned land. The process of leasing private land is efficient and streamlined compared with the regional and global average. Lease contracts can be of unlimited duration and offer the lessee the right to subdivide, sublease, and mortgage the leased land. There are no restrictions on the amount of land that may be leased. Land-related information can be found in the land registry and cadastre, which are located in the same agency, but are not linked or coordinated to share data. Currently there is no centralized land information system (LIS) or geographic information system (GIS) in place.

Foreign Ownership Issues across Sectors

Of the 5 countries covered by the report in the Middle East and North Africa, Tunisia has the fewest limits on foreign equity ownership. The country has opened up the majority of the sectors of its economy to foreign capital participation. As a notable exception, the electricity transmission and distribution sectors are closed to foreign ownership. Furthermore, these industries operate under monopolistic market structures with the publicly owned company STEG as the only provider. While foreign capital participation is not restricted by law in electricity generation, the public monopoly of STEG together with a high perceived difficulty of obtaining the required operating license make it difficult for foreign investors to engage.

Commercial Dispute Arbitration

Tunisia’s Arbitration Code (1993) is largely based on the UNCITRAL Model Law. The main difference is the addition of Article 44, which stipulates that when an arbitration award is totally or partially annulled, the court shall, upon request by all parties, decide on the merits of the dispute. This solution allows for both proceedings to take place before the same court (Tunis Court of Appeal) without filing separate claims. All commercial disputes are arbitrable except those concerning the state and public companies. Arbitration agreements inferred by conduct are legally enforceable. Parties can only choose an odd number of arbitrators. Judges and public agents can be appointed as arbitrators after obtaining prior authorization from the competent authority. Foreign lawyers can represent parties in both domestic and international arbitration proceedings taking place in Tunisia. The Supreme Court has issued several decisions that interim measures ordered by arbitrators are not subject to annulment by the court and that recognition and enforcement of arbitral awards may only be denied in very limited circumstances. The law provides for judicial assistance with orders of interim measures and taking of evidence issued by arbitrators. The Court of Appeal of Tunis is designated to enforce foreign arbitral awards. On average, it takes around 47 weeks to enforce an arbitration award rendered in Tunisia, from filing an application to a writ of execution attaching assets (assuming there is no appeal). It takes roughly 51 weeks to enforce a foreign award.

 

No.		Procedure	Time to Complete	Associated Costs
	1	Deposit capital in a bank opened in the name of the company to be incorporated Agency: Bank The company's capital must be deposited in a special bank account (“compte bloqué”), with the single purpose to deposit the capital. Once the business is created, the capital is reverted to a regular bank account.	1 day	no charge
	2	Register the Articles of Association with the tax administration in Guichet Unique (API) desk and obtain a certificate attesting that a declaration has been filed Agency: Industry Promotion (Agence Nationale de la Promotion de l'Industrie et de l'Innovation) Ten original copies of the articles of association are deposited with the tax administration, two original copies are kept by the tax administration, and six registered copies are delivered to the company for various formalities. Of these, three of the registered copies are required for formalities: two registered copies of the articles should be deposited with the court officer (greffe du tribunal), and one registered copy should be filed with the Tax Control Desk. If the company is eligible for the incentives of the Investment Incentives Code and is an export company (less than 30% of turnover is generated in the local market), the registration is filed with fiscal revenue service at the one-stop shop (Guichet Unique, API) desk, free of charge.	1 day	TND 150
	3	File declaration of existence with the Tax Control Desk (Contrôle des Impôts) and obtain carte d’identification fiscale Agency: Tax Control Desk (Agence Nationale de la Promotion de l'Industrie et de l'Innovation) The following documents are filed with the declaration of existence: - A printed signature form. - A registered copy of the articles of association. - A copy of the minutes of the nomination of the managers the managers are not designated by the articles. - A copy of the managers’ national identity cards (a copy of the passport for foreigners). - A copy of the rent agreement or the certificate of ownership of the premises where the head office is located. - Any administrative authorization that would be required to start business. - A copy of the APII declaration. - Bank receipt of the opening of the account (“compte indisponible").	1 day	no charge
	4	Deposit documents at the Greffe du Tribunal Agency: Court Clerk's (Agence Nationale de la Promotion de l'Industrie et de l'Innovation) The following documents are filed with the Greffe du Tribunal: - Printed forms (provided by the office) for the depositors to complete and sign (two copies). - The registered statutes (two copies). - The minutes that nominate the managers, if not designated by the articles of association. - Arabic translation of the main clauses of the articles (not always required) - The declaration of commencement of business with the tax administration and the tax identification card (two copies). - Document providing the headquarters address (two copies). - National identity card (or passport for foreigners) of the company manager(s) (two copies). - Fiscal stamp (denomination TND 15). - National identity card and professional identity card of the auditor (Commissaire aux comptes) - (two copies). - Two copies of the APII declaration - Two copies of the bank receipt	1 day	TND 15
	5	Advertise in the Official Gazette (JORT) with the Government Printing Office Agency: Official Gazette counter (API) The company incorporation must be announced in the Official Gazette. Upon visiting the counter of the Official Gazette, the founders, or any duly authorized person, must file the following documents: - Texts of the opinion to publish in Arabic and in French (typed). - A copy of the announcer’s national identity card. References attesting the deposit of an investment project declaration. This procedure does not hinder the subsequent procedures.	7 days	TND 100
*	6	Register with the Registre du Commerce at the Greffe du Tribunal Agency: Court Clerk's office (Agence Nationale de la Promotion de l'Industrie et de l'Innovation) To obtain the excerpt of the court’s company record, promoters must file the receipt of payment for the notice in the Official Gazette.	1 day (simultaneous with previous procedure)	TND 5 per excerpt, 3 excerpts are needed
*	7	Register for social security Agency: National Social Security Fund The company must register with the National Social Security Fund.	1 day (simultaneous with previous procedure)	TND 5
*	8	Get inspected by the National Social Security Fund (CNSS) Agency: CNSS By law, the National Social Security Fund agents are entitled to visit the company premises at any time to check whether the company is complying with the laws and regulations.	1 day (simultaneous with previous procedure)	no charge
*	9	File a declaration with the labor inspectorate Agency: Labor inspectorate office Company founders must file (to be sent by registered mail) with the labor inspectorate three dated and signed copies of the declaration, which specifies: - The company name, business purpose, and headquarters addresses. - The company manager’s name, age, nationality, and address. - The social security affiliation number. - The number of permanent seasonal positions at the time of the declaration, and the name, age, nationality, and professional skills of the employees. - The number, date of issuance, and validity of the residence card for foreign workers.	1 day (simultaneous with previous procedure)	no charge
*	10	Make company seal Agency: Sealmaker This can be done at a private seal-provider	1 day (simultaneous with previous procedure)	TND 10