Constitution of
a limited liability company
 Step 1: Limited liability
companies that make public issues
- Provisional submission of
draft statutes
 Desk: Court clerk (Greffe du Tribunal)
Time limit: immediately
Documents to be provided:
 copy of an attestation
that a declaration of intention to invest has been submitted
copy of draft statutes
signed by the founder(s)
translation in Arabic
of the main terms of these statutes (not necessarily by a sworn interpreter)
- Publication of the notice
Desk: IORT
Time limit: immediately
Documents to be provided:
Text of the notice in
Arabic and French (typed)
Copy of the announcer’s
national identity card
(References of the attestation that a declaration of intention to invest has
been submitted)
Step 2: Subscription to capital
and payment schedule
Desk: Tax office (Recette des Finances)
Time limit: 24 hours
Documents to be provided:
copy of the attestation
that a declaration of intention to invest has been submitted (certified copy, if
the project will export its entire production or if it has foreign holdings)
10 copies of the
statutes (signed by stockholders if the company has not made a public issue)
receipt stating that
the draft statutes have been provisionally submitted to the court office
copy of the text in the
Official Journal of the Tunisian Republic (JORT) and daily newspapers publishing
the notice
10 copies of the list
of subscribers and the payment schedule
copy of each
subscription bulletin
-attestation by the person depositing funds, to the effect that the funds have
been transferred
copy of the national
identity card of the founder or his/her agent (copy of the passport for
foreigners)
copy, if necessary, of
the act/power of attorney with the legalized signature of the principal,
authenticated act if this has been issued abroad
If there is input in
kind, statutes must include a cost estimate. The report of the inputs auditor
must be annexed to the statutes.
N.B : It is
mandatory that subscription to and payment of capital be formalized in an act of
declaration by the founding party, submitted to the Receiver.
- Statutes must include the references of the institution
where funds have been deposited: account number and bank.
Step 3: Registration of founding
general assembly and statutory board minutes
Desk: Tax office (Recette des Finances)
Time limit: 24 hours
Documents to be provided:
10 copies of founding
general assembly and statutory board minutes
Step 4: Declaration that a company exists and tax identification card
Desk: Tax inspection (Contrôle des Impôts)
Time limit: immediately
Documents to be provided:
form to be signed at
the desk
copy of the attestation
that a declaration of intention to invest has been submitted
copy of registered
statutes
copy of the declaration
of subscription and payment
copy of the list of
subscribers
copy of founding
general assembly and statutory board minutes; copy of the national identity card
of the (President) Director General or his/her agent as appropriate (copy of
passport for foreigners)
Step 5: Definitive submission to the Trade Registry
Desk: Court clerk
Time limit: immediately
Documents to be provided:
2 forms to be filled in
and signed by the (President) Director General or his/her agent
Declaration on one’s
honor to be signed by the (President) Director General and Deputy (P)DG as
appropriate in two copies (forms available at the desk)
2 copies of the
attestation that a declaration of intention to invest has been submitted
2 registered copies of
the statutes
-translation in Arabic of the main terms of the statutes, not necessarily by a
sworn interpreter
2 copies of the
founding general assembly and statutory board minutes
2 copies of the
declaration of subscription and payment
2 copies of the list of
subscribers
2 copies of the
declaration that the company exists and of the tax identification card
2 copies of the
document specifying the address of the head office: certificate of ownership,
rental contract (not necessarily registered), attestation of domiciliation with
legalized signature of the person electing domiciliation or bearing the stamp of
the domiciliating company, with the signature of its legal representative
2 copies of the
national identity card of the (President) Director General if appropriate (2
copies of the passport for foreigners)
2 copies of the
national identity card of the designated auditor or the extract from the Trade
Registry for a corporate entity acting as auditor
a 15 TD tax stamp
power of attorney if
the person submitting the file is not the legal representative of the company
Step 6: Publication in the Official Journal of the Tunisian Republic (IORT)
Desk: IORT
Time limit: immediately
Documents to be provided:
text of the notice to
be published in Arabic and French (typed)
copy of the announcer’s
national identity card
(References of the attestation that a declaration of intention to invest has
been submitted)
Step 7: Enrollment in the Trade Registry
Desk: Court clerk (Greffe du Tribunal)
Time limit: immediately
Documents to be provided:
Copy of receipt for
fees for publication in the Official Journal of the Tunisian Republic
a 5 TD tax stamp for
each extract requested from the Trade Registry | 
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