Legal procedures and investment system
Legal procedures
To perform a commercial or economic activity in Tunisia, the investor should first register, either as a sole company owner or as a commercial company.
| Company type | Minimum capital | Nb of shareholders | Management |
|---|---|---|---|
| Individual business | "Social capital" not applicable | -- | Sole trader |
The entrepreneur and the company are one and the same.
| Company type | Minimum capital | Nb of shareholders | Management |
|---|---|---|---|
| Limited company | 1 000 Dinars | 2 or more not exceeding 50 | Co- manager (s) or not |
| Sole ownership with limited liability | 1 000 Dinars | One | Co-manager |
Companies grouping partners who know and trust each other. The share of the partner is only transferable with the consent of all the other partners.
A single-member limited liability company consists of a unique partner, whether an individual or a legal entity. A natural person may only form one single-member limited liability company and the single-member limited liability company may not form another single-member limited liability company. The sole shareholder may delegate the management of the company to only one agent.
All company resolutions are signed by the sole shareholder or the proxy and recorded in a special register, which is listed and initialled by the clerk's office of the Court of First Instance of the place where the company has its registered office. [1]
[1] Article 4 Law No. 2019-47 of May 29, 2019, on improving the investment climate
| Company type | Minimum capital | Nb of shareholders | Management |
|---|---|---|---|
| Limited Company | 5 000 Dinars | 7 minimum | Board of directors or executive board and board of directors |
| Share-limited Partnership | 5 000 Dinars | One or more sponsors and general partners | Manager (s) among the general partners and a supervisory board |
Each partner is only bound within the limit of his/her share. The share received is, in principle, freely negotiable.
Investment regimes
Definition
Fully exporting companies are those:
- The production of which is totally intended for export.
- Which provide services abroad or in Tunisia with the aim to their use abroad.
- Which work exclusively with the companies established in the economic activity parks and totally exporting.
- Income tax rate between 15% and 35%.
- The suspension of value added tax (VAT) on imported and local purchases of materials, products and services giving entitlement to deduction and necessary for the execution of export transactions.
- 10% tax on non-reinvested dividends.
- Between 0% and 16.57% rate of employer social charges for employees.
- Right to import the necessary production goods, free of all duties and taxes.
- Possibility of selling on the local market up to 30% of turnover.
Definition
Totally exporting companies are considered non-resident (offshore) when at least 66% of the capital is held by non-Tunisian or foreign residents through the import of convertible currencies. The Company is considered as an "offshore" company when it has established its head office in a country in which it does not carry out any trade and whose top managers are not resident there.
- Agreement to avoid double taxation between European and Maghreb countries and Tunisia
- No VAT for payments received from abroad and purchases in Tunisia
- 10% tax on dividends not reinvested
- Between 10% and 35% income tax (see Note N ° 1)
- Only one person necessary (even a foreigner) to constitute the company
- Bank confidentiality is legally respected
- Between 0% and 16.57% rate of employer social charges for employees
- No social charges for no-salary earning manager
- A salary cost significantly lower than in Europe (minimum wage in Tunisia = € 133.35)
- A minimum capital of 300 euros to constitute a company (the capital is not blocked)
- Dividend transfer guarantee
- Registration of your company in 72 hours
Financial benefits
- Possibility of opening bank accounts in foreign currency or convertible dinars
- Remote bank account management services
- No limits on transactions abroad
- Several withdrawal methods are available (international card, Swift transfer etc.
Encouraging the creation of service or industrial companies "Law No. 08 - 2017 on the revision of the tax incentive scheme":
The deduction a share of their profits or income from the exploitation of the first four years of activity under the same conditions, is set as follows:
- 100% for the first year,
- 75% for the second year,
- 50% for the third year,
- 25% for the fourth year.
An additional 30% deduction for depreciation of exploitation machinery and equipment, with the exception of passenger cars other than those intended for exploitation, acquired or manufactured for extension purposes, the base of income tax or corporate tax is due for the first year from the date of acquisition, manufacture or start of use.
Definition
Partially exporting companies are those which have the same activities as fully exporting companies but which get less than 80% of their turnover from exports.
Encouraging the creation of service or industrial companies "Law No. 08 - 2017 on the revision of the tax incentive scheme" :
The deduction a share of their profits or income from the exploitation of the first four years of activity under the same conditions, is set as follows:
- 100% for the first year,
- 75% for the second year,
- 50% for the third year,
- 25% for the fourth year.
An additional 30% deduction for depreciation of exploitation machinery and equipment with the exception of passenger cars other than those intended for exploitation, acquired or manufactured for extension purposes, the base of income tax or corporate tax is due for the first year from the date of acquisition, manufacture or start of use.
Contact person
Abir Chaouachi
E-mail: abir.chaouachi@nulltia.gov.tn
Contact: +216 (70) 248 148 Ext. 201
