Starting a company in Tunisia: choosing a form and the main steps

Read in: العربية / Français

Topic: Business law

SUARL, SARL or SA: how to choose the right legal form, draft the articles, deposit capital and register with the National Business Register (RNE).

Do you have a project and want to give it a legal structure? Setting up a company protects your personal assets, within certain limits, and makes dealing with banks, customers and the authorities easier. Commercial companies in Tunisia are mainly governed by the Commercial Companies Code. Here are the main steps. Choose a legal form SUARL (single-member limited liability company): for going it alone while keeping your personal assets separate from the company's. SARL (limited liability company): the most common form for small and medium businesses with several partners; each partner is only liable up to what they put in. SA (public limited company): suited to larger projects or those needing many shareholders and substantial funding; it has stricter rules on management and oversight. Other forms exist, and in some cases you can trade in your own name without forming a company. The choice depends on the number of partners, the size of the project, the activity, how it will be financed, and the tax and social security regime. Some activities also need prior authorisation or meet special conditions, so check before you start. Draft the articles of association The articles (statuts) are the company's rulebook. They set out in particular: the company name, registered office, purpose and duration; the capital, how it is split between partners, and contributions in cash or in kind; how the manager or the board is appointed and what powers they have; how decisions are made, how profits are shared and how shares can be transferred. Standard templates are a useful starting point, but they rarely deal with disagreements between partners or one of them leaving. A vague clause today can become a dispute tomorrow. Capital deposit and registration Capital deposit: where the law requires it, the required portion of the cash contributions is paid into a bank account in the name of the company being formed, and the bank issues a certificate. Registration of the articles: the articles are registered following the applicable tax formalities. Tax identification number: issued by the tax administration, it is needed to invoice and file tax returns. It serves as the company's single identifier for its whole existence, and the company cannot be registered with the RNE before it has one. National Business Register (RNE): registration is compulsory, and the company cannot rely against third parties on acts and information it has not registered. The application must include the list of the company's beneficial owners. Social security (CNSS): registration of the company as an employer, and of the manager depending on their situation. Some of these formalities can now be done online: the RNE accepts electronic applications and filings. Ask which route best suits your case. After the company is set up The company must keep accounts, file regular tax returns, hold general meetings to approve the accounts, file its financial statements with the RNE, and report any significant change (manager, registered office, capital, beneficial owners) to the RNE within the legal deadlines. Neglecting these obligations can lead to penalties for the company and its manager, including fines and suspension of the registration. Why work with a lawyer or an accountant? A lawyer helps you choose the right form, drafts articles that protect the partners and anticipate conflicts, and can prepare a shareholders' agreement. A chartered accountant advises you on the tax regime and keeps the books. Working with both from the start avoids costly mistakes. The site's directory lists lawyers registered with the ONAT by city. This article gives general information and does not replace advice from a lawyer who looks at your own situation.

Last updated: 19 October 2026