Can a foreign company set up a SARL in Tunisia with a Tunisian partner?

Answer by the AvoConsulte editorial team

Yes. A foreign company can be a partner in a Tunisian SARL, with or without a Tunisian partner. Under the 2016 Investment Law, investment is free and a foreign investor gets treatment no less favourable than a Tunisian investor. Prior authorisation is only needed if the activity is on the list of activities subject to authorisation set by government decree.

Documents from the parent company

• Its articles and proof that it is registered in its home country.
• A board resolution approving the investment and appointing its representative.
• A special power of attorney for that representative. As Tunisia and the United States are both parties to the Apostille Convention, an apostille on these documents is normally enough.

Steps in Tunisia

• Obtain the name priority certificate from the National Business Register (RNE), then draft the articles and have both partners sign them.
• Pay up the capital in full and deposit it with a Tunisian bank; a contribution in foreign currency is converted into dinars at the rate on the day it is paid.
• Obtain the tax ID, then register the company with the RNE, filing the list of beneficial owners: the individuals who ultimately control the parent company.

The Investor's Single Point of Contact at the Tunisia Investment Authority can carry out the formation formalities. Profits and capital can be transferred abroad freely, subject to the foreign-exchange rules. Any approvals needed in the United States depend on US law and your company's own rules.

Cost

There is no fixed price. Budget for lawyer or accountant fees, the apostille and any translations, registration duties and RNE fees, and a registered office. Ask for a written quote. A shareholders' agreement with the Tunisian partner, covering management and how either side can exit, is strongly advised.

This answer was written by the AvoConsulte editorial team and gives general information only: it is not legal advice. For your own situation, consult a lawyer.

Sources

1. Loi n° 2016-71 du 30 septembre 2016, portant loi de l'investissement (JORT n° 82 du 7 octobre 2016) FAO – FAOLEX
2. Code des sociétés commerciales, édition révisée de l'Imprimerie Officielle mise à jour le 10 février 2022 Imprimerie Officielle de la République Tunisienne (copie hébergée par chaexpert.com)
3. Loi n° 2018-52 du 29 octobre 2018, relative au Registre national des entreprises DCAF – Base de données de la législation sécuritaire tunisienne
4. Status table – Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents HCCH