Finance and Investment

Business regulation

To fast track the legal formation of a company, Tunisia has set up a One Stop Shop within the Agency for the Promotion of Investment and Innovation (APII). This office brings together, within a single location and single window, the various Government agencies empowered to grant project declaration certificates and company registration. In the One Stop Shop, the staff is responsible for

reviewing all received applications and documents and performing all the required processes and procedures necessary to legally create a Single-Member Limited Liability Company (SUARL), Limited Liability Company (SARL), or Limited Company (SA).

Tunisia has initiated a shift in its economic development policy by encouraging the participation of foreign partners in its investment efforts. the implementation of the offshore regime, adopted in 1972, led to the increase of the number of foreign companies operating in tunisia exceeding 3,200 businesses and providing more than 340,000 jobs and enabled tunisia to move up in the global value chains.

The tunisian legislation grants:
  • freedom of investment in most sectors,
  • freedom of repatriation of profits and capital gains, 
  • simplified administrative procedures,
  • ease of import and export,
  • protection of intellectual property, ¡protection of foreign

Emerging sectors such as electronics, aerospace and pharmaceutical industries are also on the rise and contributing for the emergence of new branches like mechatronics and applied biotechnologies

The organization of the Tunisian financial system, as stipulated by
law, allocates financial tasks and powers to three institutions:
  • the Financial Market Council which serves as a regulatory body (CMF); 
  • the Tunisian Stock Exchange, which is responsible for managing the financial market; and 
  • the Tunisian Central Securities Depository (STICODEVAM), which is in charge of compensation and deposits. 


The Central Bank of Tunisia (BCT)

The central mission of the Central Bank of Tunisia (BCT) is the preservation of price stability. To this end, it is responsible for:
  • setting the monetary policy, 
  • controlling the money supply and ensuring efficient operation of payment systems and guaranteeing their stability, durability, effectiveness and security, 
  • supervising credit institutions; and 
  • preserving the security and stability of the financial system.

On behalf of the State, the Tunisian Central Bank has the exclusive authority to issue bank notes and metal coins, which are the sole legal tender within the Republic of Tunisia.

There are 21 commercial banks. Their roles include, among others, the following: 
  • collection of deposits from different economic actors regardless of the term and form, 
  • granting credit in all its forms 
  • ensuring international trade transactions on behalf of economic players,
  • provision of cash and exchange services; and
  • acquisition of equity under certain conditions.


Investment Banks

The 2 investment banks in Tunisia provide consulting services and assistance in capital management, financial management and financial engineering, and generally all services intended to facilitate the creation, development, and restructuring of companies.


Offshore Banks

The  offshore banks are responsible for:
  • collecting deposits from non-residents regardless of length and form, 
  • extending credit to non-residents in all its forms, 
  • ensuring exchange transactions with non-residents and, to the extent permitted by the law, with residents, 
  • performing foreign exchange and foreign trade operations for resident customers as accredited intermediaries; and
  • under certain conditions, collecting deposits and granting loans in Tunisian Dinars.


Investment companies

Investment companies are approved by the Finance Minister on the recommendation of the Financial Market Council and the Central Bank of Tunisia. Investment companies, whose aim is to strengthen the capital base of companies and boost the financial market, are divided into three categories: 
  • Investment Compagnies with Variable Capital (SICAV)
  • Investment Compagnies with Fixed Capital (SICAF)
  • Investment Companies with Risk Capital (SICAR)


Leasing Compagnies

In Tunisia, there are 9 leasing companies that finance acquisitions of movable and immovable property and place such property on the rental market for professional use at the disposal of an economic player.


Factoring Compagnies

There are 2 factoring companies in Tunisia that are primarily responsible for managing the client’s financial accounts, using the appropriate financial management techniques, They also ensure the recovery of debts for their accounts.


Stock exchange (BVMT)

Established as a privately private sector, public limited company with capital exclusively and equally held by stockbrokers, the Tunisian Stock Exchange is responsible for managing the securities market, which ncludes negotiation and registration activities. This choice aims at ensuring that the market is managed by professionals.


Tunisian central securities depository (STICODEVAM)

STICODEVAM is an inter-professional company responsible for deposit, clearance and delivery/settlement of securities. 


Insurance companies

Insurance companies seek to establish, between participants, a system of mutual benefit which warranties against all risks that are guaranteed by the law.

In Tunisia, the performance of the insurance business, is subject to approval by the Ministry of Finance upon submission of an application for operation to the Ministry of Finance.


Pension Funds

There are 3 pension funds in Tunisia, which are public institutions receiving financial contributions that are used to pay the pensions of employees or the self-employed.


Exchange controls

Tunisia, which has acceded to the provisions of Article VIII of the IMF Statute in 1993, regulates foreign exchange and foreign trade as stipulated in the Foreign Exchange Code.

The authorized options for exchange are European-type.

Exchange regulations are based on the following principles:
  • the Tunisian Dinar's exchange rate is freely determined on the exchange market between authorized agents including offshore banks, 
  • the Tunisian Central Bank (BCT) intervenes in the market and publishes the inter-bank exchange rate for currencies and banknotes, the following day, for reference. purposes only, 
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  • importers and exporters of products and services can protect themselves against interbank exchange rate fluctuations of foreign currency and bank note. The futures rates are freely negotiated between the economic players and the counterpart bank, 
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  • authorized intermediaries are allowed to rate currency options (foreign currencies/Dinars) for their resident customers to enable them to hedge against foreign exchange risks arising from commercial transactions in goods and services and financial transactions carried out in accordance with the foreign exchange regulations in force. 
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  • authorized intermediaries can carry out exchange options with each other (foreign currency vs. Dinar) to hedge against the foreign exchange risk related to transactions of their resident clientele,
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  • freedom to transfer with respect to current operations, actual net proceeds, as well as the profit from the sale or liquidation of capital previously invested by importing currency
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  • the movement of funds between Tunisia and abroad must be performed through the Central Bank or authorized banks, which are intermediary banks approved by the Finance Minister on the proposal of the Governor of the BCT,
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  • all natural and legal persons shall deposit, in an authorized bank, their foreign bank notes, checks, and debt instruments denominated in foreign currencies and foreign securities held in Tunisian territory. Individuals ordinarily residing abroad are allowed to keep with them currency that they have regularly imported to meet their basic expenses during their stay in Tunisia.
The general regime of currency exchange in Tunisia applies to individuals according to their place of residence, and namely the two following categories:

residents which are defined as follows: 
- Tunisian or foreign legal persons for their establishment in Tunisia, 
- natural persons of Tunisian nationality domiciled in Tunisia, 
- individuals of foreign nationality domiciled in Tunisia for more than two years and having the center of their activities in the country. These individuals lose their resident status upon final departure from Tunisia. 

non-residents which are defined as follows: 
- Tunisian or foreign legal persons for their establishment abroad, 
- natural persons of foreign nationality residing outside Tunisia, 
- Foreign public servants serving in Tunisia whatever the duration of their stay, 
- natural persons of Tunisian nationality living abroad for more than two years and having the center of their activities in the country 


Incentives for Investment

Doing Business 2016’’ report ranked tunisia at the 74th position among 189 countries, placing it ahead of North African countries.


Adapted regulatory framework

The tunisian legislation grants:
- freedom of investment in most sectors,
- freedom of repatriation of profits and capital gains,
 - simplified administrative procedures,
- ease of import and export, ¡protection of intellectual property,
- protection of foreign investors.


Multiple incentives and benefits

Tunisia is a valuable destination for foreign investment thanks to the multitude of incentives and benefits it offers.
Foreign companies can benefit from multiple tax and financial incentives including:
  • 10% reduced tax rate on profits from exports,
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  • total exemption on reinvested profits and income,
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  • coverage of employers’ contribution to social security schemes and of infrastructure expenses in regional development areas,
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  • deductions from the tax base of income or profits from investments in regional development areas for the majority of sectors:
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  • total deduction for the first 5 or 10 years of activity respectively in the 1st and 2nd group zones,
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  • For the priority areas, in addition to the total deduction during the first 10 years, a deduction up to a limit of 50% of such income or profits for the following 10 years.
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  • investment grant for industrial projects in regional development areas and for projects in tourism and agriculture,
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  • investment subsidies for environmental protection, technology and r&D promotion, and regional or agricultural development,
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  • coverage of vocational training expenses up to 50% of the initial training cost.

An investment premium up to 15% of the investment cost for promising activities with high integration rate granted to investment operations carried out under the investment incentives code.


TUNISIA is the first partnering country where it is possible to invest because you can find many positive things: the availability of labour at a competitive cost and tax benefits


Tunisia guarantees and protects investments made in its territory. The signing of international conventions and agreements, providing the necessary guarantees to foreign investors against all forms of risk, further strengthens its domestic institutional and regulatory framework.

The Tunisian Investment Incentives Code is the main reference for both domestic and foreign investors. Its aim is to ensure freedom to invest and to reinforce the Tunisian economy’s openness to the outside while ensuring non-discriminatory treatment of direct foreign investment in Tunisian legislation. It sets the ground rules for the creation of projects and incentives for investment in Tunisia by both Tunisian and foreign developers, resident, non-resident, or in partnership. It contains a set of financial and tax benefits and covers the majority of sectors.

Tunisia is today the:
1st world exporter of dates and olive oil, (2014-2015) 
2nd African exporter of organic products,
2nd African manufacturer of automotive components, 
7th world producer of phosphates and triple superphosphate,
8th european Union supplier of clothing,
8th country accredited as organic exporter to the european Union market.

Emerging sectors such as electronics, aerospace and pharmaceutical industries are also on the rise and contributing for the emergence of new branches like mechatronics and applied biotechnologies...

Foreigners, regardless of their residence status, are free to invest in projects within the framework of the Investment Incentives Code, for any creation, extension, renewal, readjustment, or transformation activity.

All foreign investors are free to invest in most sectors and can own up to 100% of project capital without the need for prior authorization.

Foreign investors are likewise free to repatriate the profits and proceeds from the sale of their investments in foreign currencies.

Certain non-export-oriented services require authorization if they are foreign controlled.

Investment in such activities is subject to approval from the High Commission on Investment once foreign ownership exceeds 50% of the capital. These activities are set out by Decree N°94-492 of February 28th 1994, as modified by Decree N° 97-503 of March 14th 1997 and subsequent texts

Foreigners can invest in the agricultural sector through the operation of leased farmland. The level of foreign participation in such businesses, as well as in aquaculture and fishing businesses located in Tunisia's northern waters may not exceed 66%.

Farmland ownership by foreigners can be through a long-term lease. The duration of the lease:
  • up to 25 years for state-owned land, 
  • freely determined among the parties concerned for private land, 
  • cannot be lower than 3 years (in both cases above)
 
Moreover, foreigners may acquire, by importing convertible currency, Tunisian stocks and shares conferring voting rights or shares to companies established in Tunisia as long as foreign participation in total does not exceed 50%. 

If foreign ownership exceeds 50% such acquisition is subject to approval by the High Commission on Investment.

If the acquisition of stocks and shares does not confer voting rights (with the exception of debt instruments) it is totally unrestricted through importation of foreign convertible currency.

 Tunisia is the first country in the southern Mediterranean to have signed an Association and Free trade Agreement with the european Union.

In 2012, Tunisia was granted the status of Advanced Partner with the EU strengthening its trade liberalization and economic integration. Currently, negotiations for the signature of a Deep and Comprehensive Free trade Agreement (DCFTA) are underway to ensure the progressive integration of tunisia in the eU domestic market and to build a common Economic Area.

As part of its trade promotion and diversification policy, tunisia signed several bilateral and multilateral preferential agreements:

TUNISIA signed 52 double taxation agreements and 54 bilateral agreements on investment promotion and protection.

Tunisia has adhered to a number of international agreements:
  • agreement with the Multilateral Investment Guarantee Agency (MIGA); 
  • agreement with the Inter-Arab Investment Guarantee Corporation (IAIGC); 
  • agreement with the Overseas Private Investment Corporation (OPIC). 
Tunisia is also a member of the International Agreement for the Settlement of Investment Disputes (ICSID) and in May 2012 signed the OECD declaration concerning international investment and multinational businesses.

To avoid double taxation, Tunisia has ratified non-double taxation treaties with some 50 countries, including nearly all industrialized western countries.
To develop and diversify trade, Tunisia is a signatory of several bilateral and multilateral trade agreements, contributing thus to the consolidation of Tunisia’s international and regional position.

To further protect the interests of foreign investors, Tunisia provides guarantees for simplified dispute settlement procedures, to ensure diligent and expedient dispute resolution.

Tunisia’s Arbitration Code, which was adopted in 1993 (promulgated by Law N° 93-42 on 26 April 1993), is largely based on the UN’s standard agreement on international arbitration.


Legal procedures to set up a company

To fast track the legal formation of a company, Tunisia has set up a One Stop Shop within the Agency for the Promotion of Investment and Innovation (APII). This office brings together, within a single location and single window, the various Government agencies empowered to grant project declaration certificates and company registration. In the One Stop Shop, the staff is responsible for reviewing all received applications and documents and performing all the required processes and procedures necessary to legally create a Single-Member Limited Liability Company (SUARL), Limited Liability Company (SARL), or Limited Company (SA).


Capital requirements

The law in Tunisia does not require a minimum capital requirement, if a company being created is in the form of a Limited Liability Company or a Single Member Liability Company (SARL or SUARL).

For a Limited Company (SA), a minimum capital requirement of no less than 5,000 TND is required if the company does not make a public invitation to investors, and 50,000 TND, if the company does make a public invitation. In both cases, the minimum capital requirement must be divided into shares whose nominal value may not be less than 1 TND.