Country Guide: Tunisia

Company Formation in Tunisia

A complete guide to navigating APII and the RNE. Learn the requirements, offshore corporate structures, and timelines for establishing a legal entity in North Africa’s premier hub for tech talent, nearshoring, and export manufacturing.

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The Role of APII and the Guichet Unique

Business registration in Tunisia is remarkably streamlined thanks to the Agency for the Promotion of Industry and Innovation (APII). The APII operates the “Guichet Unique” (Single Window), acting as the central nexus for declaring investments, handling tax registrations, and finalizing incorporation with the National Register of Enterprises (RNE).

For foreign investors, Tunisia’s Investment Law offers distinct pathways. Setting up a Fully Exporting Company (Offshore) grants unparalleled benefits, including fast-tracked customs, immense tax advantages, and 100% foreign ownership without the need for a local partner.

1 – 2 Weeks

Average Formation Timeline

15%

Standard Corporate Tax (IS)

Fully Exporting Status

Massive incentives for offshore tech and manufacturing

Types of Companies You Can Register

Tunisia offers flexible, Francophone corporate structures highly favored by European and international investors.

Limited Liability Company (SARL)

The Société à Responsabilité Limitée (SARL) is the most common vehicle. It can be formed by two or more partners, or a single shareholder (SUARL). The minimum share capital is purely symbolic (as low as 1 TND), making it highly accessible for startups and services.

Joint Stock Company (SA)

The Société Anonyme (SA) is tailored for large-scale operations and public capital raising. It requires a minimum of seven shareholders, a Board of Directors, an appointed statutory auditor, and a minimum share capital of 50,000 TND (if not publicly traded).

Branch Office (Succursale)

Foreign companies executing specific localized contracts can register a branch. The branch does not have separate legal liability from the parent company and is subject to local Tunisian taxation on the profits generated within the country.

The Formation Process

Name Reservation (INNORPI)

The process starts by securing a “Certificat de Dépôt” for the company name from the National Institute of Standardization and Industrial Property (INNORPI), ensuring the name is legally available.

Drafting Statutes & Investment Declaration

Draft the Articles of Association (Statuts). Concurrently, if you are a foreign investor or seeking incentives, you must file a Declaration of Investment with the APII outlining your project’s scope, export intentions, and capital.

Guichet Unique & Tax Registration

Submit the signed documents, a registered commercial lease (contrat de bail), and passport copies to the APII Guichet Unique. They will register the statutes with the tax authority (Recette des Finances) to obtain your Tax Identification Number (Matricule Fiscal).

RNE Registration & Social Security (CNSS)

The final steps involve inscription into the National Register of Enterprises (RNE) to receive your Extrait RNE (Certificate of Incorporation), followed by registering the entity as an employer with the National Social Security Fund (CNSS).

Foreign Investors & Offshore Status

Tunisia is globally renowned for its “Totally Exporting Company” status (Offshore). If your business exports at least 70% of its goods or services (highly popular for IT, call centers, and textiles), you qualify for significant advantages.

Offshore companies enjoy 100% foreign ownership, freedom to repatriate dividends through the Central Bank (BCT), suspension of VAT on local purchases for production, and simplified customs procedures. Conversely, “Onshore” retail or trading companies may require a Foreign Trader’s Card (Carte de Commerçant Étranger).

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Compliance to Watch

⚠️ Language Requirements: Legal documents, tax filings, and corporate articles are primarily drafted and processed in French or Arabic. Official translations are strictly required for foreign parent company documents.
⚠️ Social Security (CNSS): Tunisia has strict labor protections. Enrolling employees in CNSS and ensuring accurate monthly declarations and contributions is heavily audited.
⚠️ Central Bank (BCT) Regulations: While Offshore companies have flexibility, Onshore companies are subject to strict foreign exchange controls. Opening a non-resident bank account in foreign currency must be carefully structured during incorporation.

Need Professional Assistance?

Navigating the APII Guichet Unique, structuring for Totally Exporting (Offshore) incentives, and handling French legal drafting requires specialized local expertise. Let our corporate advisors handle the bureaucracy and complete your Tunisian setup.

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