Business Structures and Forms
Share Companies may be established as either a joint stock company or a limited liability company.
Joint stock companies may be established with a minimum of seven shareholders. The minimum nominal value per share in a joint stock company is TD 5. The board of directors of a joint stock company is comprised of between three to twelve directors. The directors appoint the chairman and general manager of the company.
While foreigners may serve as directors of joint stock companies without any limitation, officers of the company are subject to Tunisian labor law which gives preference to Tunisian nationals. Foreign ownership in businesses which engage in certain fields is restricted by decree to no more than 49 percent of the share capital unless special permission is obtained from the Higher Investment Board.
In existing companies, transfers of shares representing more than 10 percent of the voting rights require approval.
Joint stock companies are used primarily to conduct investment operations and activities. From the perspective of the availability of financing, banks prefer the financing arrangements available to joint stock companies.
Limited liability companies may be established with a minimum of two shareholders. The shareholders appoint a manager who is endowed with all the powers of the company with regard to and toward third parties, even if the shareholders of the company have taken measures to limit the powers granted to the manager. For this reason, limited liability companies are used primarily for small projects and family businesses. All shares must be nominative and bearer shares are allowed only with the permission of the Ministry of Finance.
A foreign company may establish and register a branch in Tunisia by obtaining a Merchant Card from the Ministry of Trade. The process for obtaining a Merchant Card and registering in Tunisia is significantly easier for foreign companies which have engaged in a contractual relationship with a Tunisian company.
A copy of the contract with the Tunisian company, the incorporation documents of the foreign company and all records and board decisions of the foreign company relating to the creation of the foreign branch must be submitted along with the application for registration to the Ministry of Trade.
In 1996, legislation authorizing the creation of International Trade Companies (ITC) was adopted. An ITC is a non-resident company in which the share capital is held by Tunisian or non-Tunisian residents where at least 66 percent of such share capital is paid through convertible foreign currency, An ITC may engage wholly in export, and 80 percent of its turnover must originate from exportation.
Under Tunisian law, partnerships, or a company of persons, may be formed. The unlimited liability of the persons forming such a partnership or company of persons for its obligations is a deterrent to using this corporate form.
Foreign companies wishing to effect business in Tunisia without establishing a corporate entity in Tunisia must appoint a Tunisian citizen to act as their agent. Agency and representation activities are reserved to Tunisian citizens under the applicable law. An agent wishing to act for a foreign company must conclude a contract with the foreign principal and then apply to the Ministry of Trade for authorization. While the terms of an agency contract are freely negotiable, the contract may not provide for exclusivity.