Setting up a Business in Tunisia

Overview by Globlatrade.net:

Legal Forms of Companies

Types of Companies and Capital (Max/Min) Number of Partners/Shareholders and Liability Registration Fees
The individual company.
 
 
No minimum capital.
1 person.
 
 
The individual businessman is liable for company debts on his personal property.
Certificate stating that the company's declaration of constitution was filed: TND 15 / page; Registration of the documents by the Court: TND 15 ; Publication in the Gazette (Official Bulletin): TND 200 ; Inscription to the Trade Registry: TND 5 by extract (3 are needed); Registration for social security: TND 5 ; Stamp / seal of the company: TND 5.
Limited liability company SARL
 
 
1 000 TND minimum. The minimum nominal value of a share must be 5 TND.
2 partners minimum.
 
 
Their liability is limited to the amount of capital contributed.
Certificate stating that the company's declaration of constitution was filed: TND 15 / page; Registration of the documents by the Court: TND 15 ; Publication in the Gazette (Official Bulletin): TND 200 ; Inscription to the Trade Registry: TND 5 by extract (3 are needed); Registration for social security: TND 5 ; Stamp / seal of the company: TND 5.
Public limited company SA.
 
 
No minimum capital. 1/4 of the capital must be paid up at the creation. The balance must be paid up within a maximum of 5 years.
Minimum 7 partners.
 
 
Their liability is limited to the amount of capital contributed..
Certificate stating that the company's declaration of constitution was filed: TND 15 / page; Registration of the documents by the Court: TND 15 ; Publication in the Gazette (Official Bulletin): TND 200 ; Inscription to the Trade Registry: TND 5 by extract (3 are needed); Registration for social security: TND 5 ; Stamp / seal of the company: TND 5.
General partnership.
 
 
No minimum capital.
Minimum 2 partners.
 
 
Their liability is unlimited.
Certificate stating that the company's declaration of constitution was filed: TND 15 / page; Registration of the documents by the Court: TND 15 ; Publication in the Gazette (Official Bulletin): TND 200 ; Inscription to the Trade Registry: TND 5 by extract (3 are needed); Registration for social security: TND 5 ; Stamp / seal of the company: TND 5.
Limited joint-stock partnership.
 
 
No minimum capital.
There are 2 types of partner, the active partners and the silent partners.
 
 
The liability of the active partners is unlimited. The liability of the silent partners is limited to the amount of capital contributed as long as they do not participate in the management of the company.
Certificate stating that the company's declaration of constitution was filed: TND 15 / page; Registration of the documents by the Court: TND 15 ; Publication in the Gazette (Official Bulletin): TND 200 ; Inscription to the Trade Registry: TND 5 by extract (3 are needed); Registration for social security: TND 5 ; Stamp / seal of the company: TND 5.
 
 

Business Setup Procedures

Administrative Formalities
The creation of an SA or an SARL needs a trader's card to be issued first and the company to be registered in the Register of Commerce. The formalities are quite flexible, especially for companies which hold procurement contracts.
The Competent Organization
Trade Registry of Tunisia
Time Necessary for Registration
The wait is only a few days, but during this period the legal representative can carry out administrative formalities thanks to the receipt for the creation of a company.
 

Recovery Procedures

Principle
In the framework of the safeguard scheme, two legal decisions are generally made:
- being put into receivership, a state where payment stops, it is impossible to face the liabilities due with the current assets.
- compulsory liquidation, a persistent state where payment stops and receivership is manifestly impossible.
Minimum Debt-to-Capital Ratio Triggering Liquidation
No minimum.
Bankruptcy Laws
The Commercial Code

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