Partner or Manager Dispute in Tunisia: Information Rights, Management Review and Exit Options

1. Identify the act before choosing the remedy

A useful legal file identifies a specific contract, payment, asset disposal, loan, corporate resolution, refusal of information or management operation.

A broad allegation that “the manager is mismanaging the company” is less useful than a documented question concerning a particular transaction.

2. Reconstruct the corporate file

Depending on the issue, assemble:

articles of association and amendments;

capital table and partner register;

manager appointment and mandate;

meeting minutes;

financial statements and reports;

contracts in dispute;

documents available through the National Business Register;

written requests for information and responses.

3. Manager authority internally and toward third parties is not the same

The articles regulate the manager’s powers in the relationship with the partners. In the absence of an applicable internal restriction, the Commercial Companies Code permits management acts within the corporate purpose and company interest.

In dealings with third parties, Article 114 protects transactional security more broadly and provides rules under which the company is bound by acts of the manager. Statutory limitations on the manager’s powers are not simply opposable to third parties.

Accordingly, an internal breach does not automatically mean that the third-party contract disappears. External validity and internal managerial liability must be analysed separately.

4. Transactions involving the manager or a partner

Article 115 applies a specific review process to transactions entered into directly or through an intermediary between the company and its manager, whether or not the manager is a partner, and between the company and one of its partners.

The statutory report and approval process must be considered, and the interested person is excluded from voting under the conditions of the Code.

The regime also extends, subject to its statutory conditions, to certain significant transactions identified by the Code.

Non-approval does not necessarily erase the transaction vis-à-vis outsiders, but liability may arise for loss suffered by the company.

5. Written question where an act may put the company at risk

Article 138 gives a non-managing partner an unusually practical tool.

Twice during a financial year, the partner may submit a written question to the manager concerning any act or fact capable of exposing the company to danger.

The manager must reply in writing within one month of receiving the question, and the reply must be communicated to the statutory auditor where one exists.

A useful question identifies the transaction, date, amount, counterparty or asset rather than making a general accusation.

6. Court-appointed review of management operations: the 10% threshold

Under Article 139, one or more partners representing at least 10% of the share capital may apply to the urgent applications judge for appointment of an expert or panel of experts to report on one or more management operations.

This is a specific Tunisian statutory mechanism. It should not be confused with a general forensic investigation into every aspect of the company.

The application is strongest when the operation to be reviewed is clearly identified: a related-party acquisition, asset sale, loan, sequence of payments or other defined management act.

7. The expert report is evidence, not a final judgment

The appointed expert examines the management operations within the mandate.

The expert does not finally determine contractual nullity, managerial liability, damages or criminal guilt.

The report may, however, support a corporate decision, settlement or later merits action.

8. Information rights: request the correct document on the correct legal basis

The Code contains information rights relating to meetings, financial statements and specified corporate documents.

Before litigating, identify:

the exact document requested;

the legal or contractual basis for access;

when the request was made;

how refusal or silence is evidenced.

A focused request is easier to enforce than an undefined demand for “all company accounts”.

9. When is urgent relief appropriate?

Urgent proceedings are not a substitute for a final merits judgment in every corporate dispute.

They are especially relevant where the Commercial Companies Code itself entrusts a matter to the urgent applications judge, as in Article 139, or where a genuinely urgent provisional measure falls within the judge’s powers.

Final liability, complex nullity or damages may require proceedings on the merits.

10. Challenging a corporate resolution

Disagreement does not itself invalidate a resolution.

The review should address notice, agenda, documents provided, quorum, majority, interested-party voting and any mandatory rule allegedly breached.

Some defects are subject to specific procedures or time limits, so the challenge should be analysed promptly.

11. Removing the manager, claiming liability and resolving deadlock are separate issues

Removal of the manager depends on the appointment mechanism, articles and the Code.

It is different from a damages claim and from a request for urgent protection of a particular operation.

In a 50/50 company, the deeper problem may be governance deadlock rather than the identity of the manager alone.

12. Building a liability claim

A properly framed claim identifies:

the legal or contractual duty breached;

the act or omission;

the damage;

causation.

Loss suffered by the company should also be distinguished from a separate personal loss allegedly suffered by an individual partner.

13. Do not criminalise an ordinary business disagreement

Disagreement over valuation, strategy, distributions or a buyout is not automatically criminal.

If the evidence reveals conduct satisfying the elements of a specific offence, the criminal aspect should be analysed separately.

A criminal complaint should not be used solely as leverage where no identifiable criminal elements exist.

14. Exit planning for a foreign investor

A partner who no longer wishes to remain may decide to sell the interest.

For a Tunisian SARL, Article 109 regulates transfers to a person who is not already a partner in the company, including the statutory approval process requiring, in its field of application, the majority of partners representing at least three quarters of the capital.

The expression “third party” here concerns corporate outsider status, not foreign nationality.

A non-resident investor should also coordinate the sale with foreign-exchange documentation and the original investment trail.

15. Practical case: unexplained payment

A 20% partner identifies a significant unexplained payment.

A structured route can be:

1. identify the operation and documents;

2. exercise applicable information rights;

3. use the Article 138 written question if the legal conditions are met;

4. consider an Article 139 management-operation review;

5. decide whether a merits action is justified by the resulting evidence.

16. Practical case: contract with a manager-related company

The analysis should identify the relationship, whether Article 115 applies, the required report and approval process, interested-party voting and any loss to the company.

Automatic nullity should not be assumed.

17. Practical case: 50/50 deadlock

Review the articles, voting rules, manager authority and any shareholders’ agreement.

A limited judicial application may be combined with a negotiated exit covering price, warranties, payment mechanics and, for a non-resident investor, foreign-exchange treatment.

Frequently asked questions

Can a minority partner request a management-operation review?

In an SARL, one or more partners representing at least 10% of the capital may apply under Article 139 to the urgent applications judge for an expert report on one or more management operations.

Can I formally question the manager about a dangerous transaction?

Article 138 allows a non-managing partner to submit two written questions per financial year about acts or facts capable of exposing the company to danger. The manager must reply in writing within one month of receipt.

Does breach of an internal manager restriction automatically invalidate a third-party contract?

No. Article 114 requires the external effect of the transaction and the manager’s internal responsibility to be analysed separately.

Are transactions with the manager subject to review?

Transactions within Article 115 are subject to its reporting and approval framework.

Does a partner dispute justify a criminal complaint?

Not by itself. Facts meeting the elements of a specific offence should be established before a criminal strategy is pursued.

Can I sell my shares to a new investor?

Article 109, the company’s articles and the relevant transfer formalities must be reviewed, together with foreign-exchange rules where the seller is a non-resident investor.

Legal and Regulatory References

• Tunisian Commercial Companies Code, particularly Articles 109, 112-116 and 128-139 for SARLs.
• Law governing the National Business Register.
• Tunisian Code of Civil and Commercial Procedure for urgent and merits proceedings.
• Foreign-exchange regulations relevant to non-resident investment and exit proceeds.

Update Note

Corporate, tax and foreign-exchange rules should be checked at the date of the transaction. Review this article after any material amendment to the Commercial Companies Code or exchange regime.