How to set up a SARL in Tunisia: step by step

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Topic: Business law

From choosing the form to registering with the RNE: the practical steps to form a SARL or SUARL in Tunisia under the Commercial Companies Code.

The limited liability company (SARL) is the form most small and medium businesses in Tunisia choose. It is governed by the Commercial Companies Code and registered with the National Business Register (RNE), created by Law 2018-52. Here are the steps, in order. 1. Choose between a SARL and a SUARL SARL: formed by two or more partners, who bear losses only up to what they contributed. It cannot have more than fifty partners. SUARL: formed by a single partner, an individual or a company. An individual can only form one SUARL. Some businesses cannot use this form, such as banks, insurers and financial institutions. Others need prior authorisation under a list set by government decree, so check where your activity stands first. 2. Choose the name and get the priority certificate The name cannot be identical to an existing company's or so similar that it would mislead others, and it is followed by "SARL" and the amount of the capital. The RNE law requires the registration application to include a certificate of priority on the company or trade name, obtained from the register. 3. Draft the articles of association The company is formed by a written deed signed by all partners or their representatives holding a special power of attorney. It states in particular who the partners are, the purpose, the duration, the capital and how the shares are split, cash and in-kind contributions and their valuation, the manager or managers, how the capital is paid up, and the financial year-end. In-kind contributions are valued by an independent valuer, unless the partners decide by majority to do without one because no contribution exceeds three thousand dinars; they are then jointly liable to third parties for the value given. 4. Capital: amount, payment, deposit The Code no longer sets a minimum capital for a SARL: the capital is fixed by the articles and divided into shares of equal nominal value. The 1,000-dinar figure quoted in older guides is no longer in the current text. Two rules still matter: the company is only finally formed when the articles state that all shares have been allocated to the partners and fully paid up; the manager cannot use the paid-up funds until the formalities are complete and the company is registered with the RNE. If the funds were deposited with a bank and the company is not formed within six months, each contributor can withdraw them by court order on application. A token capital is lawful, but it rarely reassures a bank or a supplier, and some regulated activities have their own conditions, so check them. 5. Tax ID first, then registration The company gets its tax identification number from the tax administration; it becomes the company's single identifier for its whole life, and RNE registration is only possible once it has one. The registration application is then filed as soon as the formation formalities are complete, on paper or electronically, with in particular the deed of incorporation, the name priority certificate, the manager's appointment and the list of beneficial owners. The RNE runs an online platform to file documents and track the application remotely; access requires a digital identity or an electronic signature. The Investment Law also created, within the Tunisia Investment Authority, an "Investor's Single Point of Contact" that carries out the formation formalities; the investment and the company's formation are declared on a single form. 6. The manager's liability Limited liability protects the partners, not a manager at fault. The manager is liable, individually or jointly, to the company and to third parties for breaches of the law or of the articles and for management faults, and the court can order them to repay sums taken from the company for their own benefit. How much does it cost? There is no single figure. Costs usually include fees for drafting the articles (lawyer or chartered accountant), registration duties and RNE fees, the cost of a registered office (lease or domiciliation), then social security (CNSS) registration once you hire. Ask for a written quote before you start. A company lawyer can draft articles that anticipate disagreements and a partner leaving. The site's directory lists lawyers by city. This article gives general information and does not replace advice from a lawyer who looks at your own situation.

Last updated: 30 October 2026