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 Setting up your company
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 Formalities for setting up a company
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Formalities for setting up a company

 


Investment declaration

A declaration of investment is to be submitted at the one-stop shop at API, a mechanism designed to facilitate administrative and legal formalities. It provides in a single space desks for each of the different administrations that play a role in clearing an investment file. The one-stop shop means a quicker time frame for carrying out the administrative requirements in declaring a project and in setting up a company. The one-stop shop’s main functions are:

to issue attestations that declaration of an investment project has been made

in industry and services
in hydrocarbons

to handle formalities to set up a legal body (private individual/corporate entity): liberal professions, companies set up by foreigners or Tunisians resident abroad
to provide other kinds of services related to start up of a new business
to assist and give information on Tunisia’s investment environment

Investment declarations can be left at API’s central registry or an on-line declaration can be made on API’s website.


API also has a virtual one-stop shop, set up by decree n°2005-3189 of 12 December 2005. Thanks to reliable electronic means in line with legislation governing electronic exchanges, this virtual one-stop shop lets you accomplish the administrative and legal steps required to set up a company, as per the investment incentives code.

 

 


Main legal entities for companies

Partnerships
Companies that are made up of associates who know and trust each other (intuitus personae); an individual’s holdings can be resold only if all the other associates agree

Nature of the company Minimum capital Number of associates
Limited company (SARL) 1000 dinars 2 or more people, but no more than 50
One-man limited responsibility company (SUARL) 1000 dinars Just one person
Responsibility of associates: Limited to contribution
Corporation management: One or more manager(s), either associates or not


Joint-stock corporations
An associate is responsible only up to the limit of his or her contribution. His or her holdings can, in principle, be freely traded.

Nature of the company Minimum capital Number of associates
Limited liability company (SA) 5000 dinars At least seven partners
Partnership limited by shares (SCA) 5000 dinars One or more silent partners and active partners
Partners’ responsibility (SA): limited to contributions
Partners’ responsibility (SCA): limited to contributions for silent partners, indefinite for active partners
Corporate management (SA): Board of directors, or executive directory & board of directors
Company direction (SCA): managers among the active partners and a supervisory council
 

 

 


Setting up a company

The one-stop shop at the industrial promotion agency (API) can take care of all the administrative and legal procedures required to set up a company. Services at this one-stop shop are available to Tunisian and foreign promoters, either resident or non resident, who are investing in Tunisia, covering undertakings that have been the object of an investment declaration as per the investment incentives code. The one-stop shop can also provide promoters with any information and assistance relating to the decision to invest.

Quick, simplified procedures
Set up your company in 24 hours


Aside from the possibility of submitting your declaration at either API’s central or regional offices, we will provide you with a personal liaison person who will help you to set up your company in Tunisia. In the 24 hours following receipt of the application, the one-stop shop will have carried out all the formalities required to set up your company.

Checklist of documents required:

single company  
limited company (SARL)/one-man limited liability company (SUARL)  
limited liability company (SA)
 

The document attesting to legal creation of a company must be submitted to:

the registry at the finance office dealing with the statutes and documents listed in the law governing the trade register, and
the official journal of the Tunisian Republic (JORT), for publication

 

Single liaison person

To make the services provided by the one-stop shop even better, API has established the office of the single liaison person to take care of all the formalities required to legally establish a business. This single liaison person carries out these formalities on behalf of the promoter, within 24 hours after it has been determined that the application is complete.
 

Legal constitution of your company on line

Companies can also be set up via reliable electronic means, as outlined in legislation governing electronic exchanges, in line with law n°2004-89 of 31 December 2004 concerning procedures for setting up companies on line.

 

 
 


Agency for the Promotion of Industry and Innovation

Last updated : 20 October 2010