The commercial law of Tunisia recognises two types of companies; share companies and companies of persons (partnerships). Foreigners are permitted to hold shares in Tunisian companies without restriction. In companies organised for the purpose of certain commercial and service activities, however, permission of the Higher Investment Board is required in order for foreign investment to exceed 49%. Transfers of shares representing in excess of 10% of the voting rights in such a company requires a separate approval.
Forms of Business Organisation
Share Companies may be established as either a joint stock company or a limited liability company.
Joint Stock Companies
Joint stock companies may be established with a minimum of seven shareholders. The minimum nominal value per share in a joint stock company is TD5. The board of directors of a joint stock company is comprised of between three to 12 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 labour 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% of the share capital unless special permission is obtained from the Higher Investment Board.
In existing companies, transfers of shares representing more than 10% 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
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.
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