Forming a Company in Tunisia: Do Not Choose an “Offshore Company” Before Defining the Activity and Funding

1. Corporate form, tax and exchange are separate

The Commercial Companies Code includes structures such as the single-member limited liability company (SUARL), SARL and public limited company (SA). Form governs liability, management, decisions and share transfers, but does not by itself determine tax, exchange or export status.

2. “Offshore” is not a corporate form in the Code

The word is used commercially to describe different economic regimes. A legal publication should instead identify the company form, export status, resident/non-resident exchange treatment and the tax rules actually in force.

3. Define the activity before drafting the articles

The Investment Law supports freedom of investment while preserving approvals, specifications and sector rules for regulated activities. Government Decree No. 2018-417 forms part of the authorisation framework to review.

Registration with the National Business Register (RNE) does not itself license a regulated activity.

4. SUARL or SARL?

Number of shareholders matters, but so do future investors, governance, manager powers, funding, transfer of interests and exit.

Current TIA administrative guidance lists a TND 1,000 minimum capital for certain SUARL/SARL structures, but numerical requirements should be re-checked at each annual legal update.

5. The 50/50 deadlock risk

A company can be perfectly incorporated yet practically blocked if the documents do not address manager appointment, banking signatures, reserved decisions, additional funding, information rights, transfers and deadlock.

6. Articles and shareholders’ agreement

A shareholders’ agreement may supplement the articles on confidentiality, funding, exit and detailed governance. It cannot override mandatory corporate law and should be aligned with the articles.

7. National Business Register

RNE obligations include company, manager, shareholder and beneficial-owner information where required. Registration is not a one-time event: statutory changes and filings must be maintained throughout corporate life.

8. Foreign funding

Funds arriving from abroad should be traceable. Exchange law and Central Bank Circular No. 2018-14 regulate certain declarations and evidence for non-resident investment.

The bank transfer, investment declaration/certificate, corporate resolution and accounting treatment should describe the same transaction.

9. Plan the exit when the capital enters

The investor should already consider future dividends, sale of shares and liquidation proceeds. Proper banking evidence of the original investment makes later transfer analysis more manageable.

10. “Wholly exporting” is not the same as “non-resident”

The former concerns an activity/export regime; the latter belongs to foreign-exchange law. They may overlap but are not synonyms.

11. Tax is date-sensitive

Corporate income tax, VAT, withholding, dividends and treaty treatment depend on the project and law in force. Annual Finance Laws can change the position, so a permanent undated tax percentage is poor legal content.

12. Sector approvals

Legal existence does not equal the right to operate a regulated activity. Licences, approvals, specifications or sector declarations must be placed into the launch timetable.

13. Premises and real estate

Buying or leasing premises requires separate review of title, permitted use, lease terms and, where relevant, foreign property restrictions.

14. Formation from abroad

Many steps can be prepared under power of attorney where permitted, but banks and authorities may require identity checks or attendance. “100% remote formation” should not be promised before the activity and bank are known.

Practical case 1: French consultant selling services to Europe

Activity, approvals, company form, export status, exchange treatment, capital funding and tax are analysed before any “offshore” label is used.

Practical case 2: 50/50 venture

The documents address manager powers, banking, reserved matters, capital increases, information and exit to reduce deadlock risk.

Practical case 3: company registered but activity regulated

RNE registration does not permit launch until the necessary sector licence has been obtained.

Frequently asked questions

Is “offshore” a legal company form?

No. Corporate form, export regime, exchange status and tax must be separated.

Can a foreign investor own 100%?

It depends on the activity and any sector restriction. There is no single answer for every industry.

Is RNE registration enough to start operating?

Not if the activity requires approval, licensing or another sector formality.

Which form for a single investor?

A SUARL may be considered, but funding, governance and future growth should also be assessed.

Why is there no fixed tax rate here?

Because tax treatment changes by activity, regime and year and must be reviewed with the applicable Finance Law.

Legal and Regulatory References

• Tunisian Commercial Companies Code.
• Law No. 2016-71 of 30 September 2016 on investment.
• Government Decree No. 2018-417 and rules on activities subject to approval.
• Law No. 2018-52 on the National Business Register.
• Foreign-exchange regulations and Central Bank Circular No. 2018-14 where applicable.
• Tax legislation and the Finance Law for the relevant year.

Update Note

Mandatory annual review, particularly after the Finance Law and any investment/exchange reform.