Tunisian law provides for a number of business forms for investors. These include:

Limited Liability Company

A limited liability company (LLC) is the most commonly used business form in Tunisia. It may be formed by natural persons or legal entities.

Key aspects of an LLC include:

Formed by a minimum of 2 members and a maximum of 50
No minimum capital requirements
Capital must be paid in full upon incorporation and contributions in kind must assessed by a contribution valuator
A manager of the company must be appointed from among the member or a third party

Public Limited Company

A public limited company (PLC) is a commonly used business form in Tunisia, but subject to more requirements than an LLC.

Key aspects of an PLC include:

Formed by a minimum of 7 shareholders
Minimum share capital is TND 5,000 or TND 50,000 if formed by an initial public offering
Managed by a board of directors
Shareholder's liability is limited to the extent of their contribution
Must hold an annual general assembly
The appointment of an auditor is required

Partnerships

Partnerships can be formed in Tunisia in the following 3 forms:

General Partnerships
Limited Partnerships
Partnerships Limited by Shares

Key aspects of a general partnership include:

Formed by a minimum of 2 partners, natural persons or legal entities
Each partner is subject to unlimited liability for the partnership
A manager(s) must be appointed, can be one of the partners or a third party

Key aspects of a limited partnership include:

Formed by at least 1 general partners and 1 limited partner
General partners are allowed to manage the partnership and are subject to unlimited liability
Limited partners may not engage in management of the partnership and their liability is limited to the extent of their contribution
A manger must be appointed as with a general partnership

Key aspects of a partnership limited by shares include:

Similar to a limited partnership except ownership is represented by shares
Formed by at least 1 general partner and 3 limited partners

Joint Venture

Joint ventures are the simplest form of business structure in Tunisia.

Key aspects of a joint venture include:

May be formed by natural persons or legal entities
Has no legal personality
Each partner must act in accordance with the contract or articles of association forming the venture
Each party contracts in their own name on behalf of other venture partners
Managed by a manager(s) selected from among the venture partners
Liaison Office

Foreign companies are allowed to form a liaison office in Tunisia. The office cannot engage in any profit-making activities nor have any local income. Liaison offices are not a separate legal personality from its parent and all costs of the office are borne by the parent company.

Branch

Foreign companies are allowed to open permanent establishments in Tunisia in the form of a branch. Registration of a branch allows it to be considered like a resident entity and to conduct commercial activities in Tunisia, but it does not have a legal personality. An establishment must also be registered with the tax administration, failing which its revenues may be subject to withholding tax on gross amounts (see Sec. 5.4.).

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