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Incorporating your Company

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Submitting a project declaration

A certificate of deposit of the investment project is given by the relevant agency, depending upon its sector :

Services Sector
Regional Commissions of Agricultural Development(CRDA)
Agricultural Investment and Promotion Agency(APIA)
Integrated Projects: processing and conditioning of agricultural products, and fishing products integrated into agricultural projects.
Fishing and agriculture
Services linked to agriculture, fishing and aquaculture
Agency for the Promotion of Industryand Innovation (APII)
www.tunisieindustrie.nat.tn
Food-processing industries, processing and conditioning of agricultural products, and fishing products.
Manufacturing industries
Public works
Transportation
Education and instruction
Vocational training
Cultural production and industries
Cultural production and industries
Health
Environmental protection
Real estate promotion
Other non- financial services
National Office of the Tunisian Tourism(ONTT) Tourism including tourist transportation
National Office for Tunisian Artisans (ONAT) Crafts and arts
Export Promotion Agency (CEPEX)Commercial one stop shop International trade and commerce

Setting up a Company at APII’s One stop desk

To register a company in Tunisia, the following steps are required :

  • declaration certificate from the Investment Promotion Agency concerned, according to the sector or activity mentioned in the preceding section (APII, APIA, ONTT…) or online on APII website

  • register the company at the Court Clerk

  • file the company´s project declaration certificate, statutes with the Tax Office

  • file a declaration of opening and obtain a tax identification number from the Tax Office

  • publish the ‘Request for Registration’ in the Official Journal of the Republic of Tunisia (JORT)

  • obtain a Customs Code number

  • obtain a work permit for all foreigners

  • obtain a residence permit for foreign investors and/or promoters.

Some steps may differ (at the level of the concerned offices or the documents to be supplied…) depending upon the legal status of the company being created.

NB : a checklist of required documents is regularly updated and available at the relevant offices or can be downloaded from the APII website at : www.tunisieindustrie.nat.tn

Capital requirements

The law in Tunisia does not require a minimum capital requirement, if a company being created is in the form of a Limited Liability Company or a Single Member Liability Company (SARL or SUARL).

For a Limited Company (SA), a minimum capital requirement of no less than 5,000 TND is required if the company does not make a public invitation to investors, and 50,000 TND, if the company does make a public invitation. It must be made up of at least 7 partners, subscribing for shares and marketable securities and who are only liable for the value of their down payment. In addition, it must be registered in the trade register under the jurisdiction of the court of first instance of the corporate office and subject to the control of an auditor.

The Limited company is administered either by a board of directors or by a management board and a supervisory board.

In both cases, the minimum capital requirement must be divided in membership shares whose nominal value may not be less than 1 TND.

Similarly, the conditions governing incentives include the requirement of a minimum capital of 30% of the investment cost which also applied to offshore companies.

Incorporation and Registration Fees of your Company

Registration Fees

Registering the company’s statutes and capital increase are subject to a fixed fee of 150 TND.

The voluntary registration of statutes, which are not themselves part of the company´s constitution, are subject to a fee of 20 TND statute.

Special Regimes

In Tunisia, export-only companies (under the special regime) are exempt from all company registration fees.

For all other companies (SUARL, SARL, or SA), a subscription and disbursement fee of 150 TND is to be paid at the Tax Office. This fee is required of all companies, except those exonerated (export only companies) from registration fees.

Registration Fees at the trade Registry

For commercial projects, the fee for registering a company at the Court Clerk is 15 TND.

In addition, a tax stamp of 5 TND is required for each statement of account.

Registration fees at the Court Registry

For an industrial project, the fee for registering a company with the Court Clerk is 15 TND.

Publication fees for the JORT

Publication fees in the Official Journal of the Tunisian Republic (JORT) vary according to the length of the text. They are generally between 61 TND and 250 TND.

Failing to use the template provided by JORT, the fee will be 2.373 TND per line, knowing that six words constitute one line.

FIPA Contact

  • Address :

    Rue Saleheddine el Ammami Centre Urbain Nord 1004,Tunis

  • Tel:

    (+216) 70 241 500

  • Fax:

    (+216) 71 231 400

  • E-mail :

    fipa.tunisia@fipa.tn

Useful Addresses

Tunisie Industrie

ONAT

CEPEX