Country investment factsheet · National framework (non-OHADA)
Legal & tax framework for investment — 2026 edition, updated September 2026
Series: UGGC Africa country factsheets — a country-by-country overview of investment across Africa.
A southern-Mediterranean economy deeply integrated into European value chains, Tunisia combines an industrial tradition of subcontracting (automotive components, aerospace, electrical), a dynamic offshoring sector and a skilled, French-speaking workforce. Tunisia is not an OHADA member: company law, accounting and arbitration follow a national framework. Its currency, the Tunisian dinar, is not freely convertible, and foreign-exchange regulation plays a central role. This factsheet summarises the macroeconomic, tax and legal data relevant to an entry decision, with particular focus on the legal securing of the investment.
Tunisia at a glance
A national business-law framework
- National law (non-OHADA). Tunisia does not apply the OHADA Uniform Acts: company law is governed by the Commercial Companies Code, and security interests, contracts and insolvency by Tunisian law.
- Arbitration. The Arbitration Code (1993) governs domestic and international arbitration; the Tunis Conciliation and Arbitration Centre (CCAT) administers commercial disputes. Tunisia is a party to the 1958 New York Convention (since 1967, with reciprocity and commercial reservations) and to the ICSID Convention (since 1966).
- Accounting. National framework — Système Comptable des Entreprises (SCE).
- Tunisia is a member of the African Union, the AfCFTA and the WTO, and is linked to the European Union by an association agreement.
Common company forms
| Form | Minimum capital | Typical use |
|---|---|---|
| SA (public limited co.) | TND 5,000 (TND 50,000 if offering securities to the public) · 7 shareholders min. | Codified governance, larger projects |
| SARL (LLC) | Freely set by the by-laws | Most common form, flexible structure |
| SUARL | Freely set by the by-laws | Single-member LLC |
| Branch / office | Attached to the foreign company | Initial entry, representation activities |
The “offshore” regime (fully exporting companies) is historically attractive; investment promotion: FIPA and the Tunisia Investment Authority (TIA).
Tax regime — key points
| Tax | Rate | Details |
|---|---|---|
| Corporate income tax (CIT) | 20% | Standard rate (raised from 15% by the 2025 Finance Act). Reduced 10% (certain activities); 35% notably for telecoms, car dealers and large retailers; 40% for banks, finance and insurance. Minimum tax: 0.2% of local turnover. |
| Additional contributions (2026 Finance Act) | 4% | Permanent contribution of 4% of taxable profit (minimum TND 10,000, non-deductible) for banks, financial institutions, insurers, telecom operators and car dealers (Law 2025-17). Social solidarity contribution extended in 2026: 4% (companies taxed at 35% or 40%) or 3% (others). |
| VAT | 19% | Standard rate; reduced rates of 13% and 7% depending on goods and services. |
| Withholding (non-residents) | 15% (services / royalties) | Dividends: 10%. Interest: 20%. Services: 15% (25% if the recipient is in a privileged tax regime). Reduced by tax treaty. |
| Tax treaties | France and a broad network | France–Tunisia treaty signed 28/05/1973 (in force 1975). Source: Ministry of Finance. |
Tax sources: 2026 Finance Act (Law 2025-17 of 12/12/2025); PwC Worldwide Tax Summaries — Tunisia (reviewed 29/06/2026); Deloitte, key measures of the 2026 Finance Act.
Attractive sectors
- Subcontracting industry — automotive components, wiring, aerospace, electrical equipment: a dense exporting base integrated into European chains.
- Offshoring & digital — shared-service centres, engineering, software development; skilled, French-speaking workforce.
- Textiles & apparel — a historic export-oriented sector.
- Agri-food — olive oil (a global player), dates, citrus, processing.
- Tourism, health & pharma — significant installed capacity, regional demand.
Investment incentives
- Investment Law 2016-71 — grants (regional development, value added, sustainability, employment) and tax advantages by activity and zone.
- FIPA (foreign-investment promotion) and the Tunisia Investment Authority (TIA) — support and granting of advantages.
- Fully-exporting company regime — a dedicated customs and tax framework for export.
- Regional development zones — enhanced incentives in the interior.
Work permits for expatriates
- Recruitment of foreign managers is regulated (quotas and authorisations); residence and work permits are issued on the basis of a contract.
- Transfer of expatriates’ pay abroad is possible, after settling charges and within the foreign-exchange rules.
Foreign-exchange regulation
- Non-convertible dinar. The Tunisian dinar is not freely convertible. Exchange operations and transfers abroad are controlled by the Central Bank of Tunisia (BCT) and, depending on the case, require prior authorisation or must pass through approved intermediaries.
- Repatriation of dividends and capital. Transfer of profits, dividends and disposal proceeds to non-resident investors is possible provided the initial investment was made in foreign currency and duly declared — hence the importance of documenting every flow from the moment of entry into the capital.
- Reform underway. A new Foreign Exchange Code is under parliamentary review (proposal filed in October 2025), envisaging greater convertibility over time; it had not been adopted as of 30/09/2026 and the 1976 Code still applies.
Regulation subject to change — terms (thresholds, supporting documents, timelines) to be verified with the BCT and an approved intermediary.
Securing the investment — the UGGC angle
In Tunisia, a successful entry hinges on mastering the national framework and, above all, on anticipating foreign-exchange regulation — often underestimated by investors used to convertible-currency jurisdictions.
- Arbitration & litigation — recourse to the CCAT and the Arbitration Code; New York Convention applicable for enforcing foreign awards.
- Exchange & repatriation — structure the investment in foreign currency and document flows to ease later transfers (non-convertible dinar).
- Structuring & tax — choice of company form, export regime, treaty application to limit withholding taxes.
- Governance & compliance — Tunisian company law, SCE accounting, labour law and sector authorisations.
Our teams support these transactions in mergers & acquisitions, tax law and litigation & arbitration.
Our reading — the practitioner’s view
The figures don’t tell the whole story. Here is what we flag to clients before any entry into Tunisia.
Which structure to choose?
The SARL remains the most common form for a Tunisian subsidiary, for its flexibility and low capital. The SA suits larger projects, formal governance or capital openings. The choice of regime — ordinary resident or fully-exporting company — is decisive: it drives taxation, exchange obligations and access to incentives.
Three pitfalls investors underestimate
- Dinar non-convertibility. This is point #1. Without an initial investment made in foreign currency and properly declared to the BCT, later repatriation of dividends and disposal proceeds becomes difficult. Secure it from entry into the capital.
- Higher taxation of certain sectors. CIT at 35% or 40%, the permanent 4% contribution introduced by the 2026 Finance Act (banks, insurers, telecoms, car dealers) and the solidarity contribution: for these activities the real tax burden is well above the headline rate — to factor in early.
- Withholding on services. 15% (or 25%) on services and royalties paid to non-residents can weigh on intra-group technical-assistance contracts; the applicable tax treaty must be invoked and documented.
From text to practice
FIPA and TIA are the entry points for investment incentives. For regulated sectors, anticipating authorisations and their timelines is essential. But the common thread of a Tunisian file remains exchange management: it ultimately determines the liquidity of the investment.
Frequently asked questions
What is the minimum capital to set up an SA in Tunisia?
The minimum capital for a public limited company (SA) is TND 5,000, or TND 50,000 if offering securities to the public, with at least 7 shareholders (Commercial Companies Code, Arts. 160 and 161); SARL and SUARL capital is freely set by the by-laws. As Tunisia is not an OHADA member, company law is national.
What is the corporate income tax rate in Tunisia?
The standard rate is 20% (raised from 15% by the 2025 Finance Act). A reduced 10% rate applies to certain activities; 35% applies notably to telecoms and car dealers, 40% to banks, financial institutions and insurers. The 2026 Finance Act adds a permanent 4% contribution on profit for these sectors.
What is the VAT rate in Tunisia?
VAT is 19% (standard rate), with reduced rates of 13% and 7% depending on goods and services.
How can an investment be secured in Tunisia?
Investors can rely on arbitration before the CCAT and the 1993 Arbitration Code, on national accounting (SCE), and must structure dividend repatriation upfront: the dinar is not freely convertible and foreign-currency operations are controlled by the BCT.
Is the Tunisian dinar convertible?
No. The dinar is not freely convertible: exchange operations and transfers are controlled by the BCT and require authorisations. A reform of the Foreign Exchange Code is under parliamentary review; it had not been adopted as of 30/09/2026.
Considering an entry into Tunisia?
Contact the UGGC Africa team · Download the country factsheet (PDF)
Disclaimer. This factsheet is provided for general information, as of September 2026; it does not constitute legal or tax advice and cannot bind UGGC Africa. The figures come from public sources and are subject to change (notably with Tunisian finance acts and the Foreign Exchange Code reform). Any investment decision should be the subject of a tailored analysis.
Sources: IMF (World Economic Outlook 2025-2026) · World Bank (Macro Poverty Outlook) · Worldometer (population) · Commercial Companies Code (CMF consolidated version) · 2026 Finance Act (Law 2025-17) · PwC Worldwide Tax Summaries — Tunisia (29/06/2026) · UNCITRAL · ICSID · Ministry of Finance (finances.gov.tn) · FIPA / TIA · Central Bank of Tunisia (bct.gov.tn) · uggcafrica.com.