Foreign Ownership in Tunisia: Can You Own 100% of Your Company?

Can a Foreign Investor Own 100% of a Company in Tunisia?

One of the first questions asked by foreign investors considering Tunisia is straightforward:

• Can I own 100% of my Tunisian company?

In many cases, yes.

However, there is no single foreign-ownership rule applicable to every business activity in Tunisia.

The answer depends on:

• the nature of the proposed activity;

• whether the activity is open to foreign investment;

• whether the activity is subject to prior authorization or specific regulatory conditions;

• whether the investor is operating an industrial, service or commercial business;

• the applicable rules governing commercial activities by foreign investors; and

• where relevant, the foreign-exchange and non-resident regime.

Tunisia's Investment Law No. 2016-71 of 30 September 2016 establishes the fundamental principle that investment is free, while requiring investors to comply with the legislation applicable to the exercise of the relevant economic activity.

Accordingly, it is not technically accurate to state that Tunisia imposes a general 51% Tunisian-shareholding requirement on all commercial activities.

The ownership analysis must instead be performed activity by activity.

100% Foreign Ownership in Tunisia

For a large number of activities, a Tunisian company can be established with 100% foreign capital, provided that the proposed activity is open to foreign investment and is not subject to a specific foreign-ownership restriction or authorization.

This is particularly relevant for many:

• manufacturing activities;

• industrial projects;

• service activities;

• technology and digital businesses;

• consulting and professional services, subject to the professional regulations applicable to the activity;

• export-oriented activities; and

• other activities that are not subject to specific restrictions.

The principle is therefore not that a foreign investor must automatically find a Tunisian shareholder.

Rather, the first question is:

• Is the proposed activity open to foreign investment, and what regulatory conditions apply to that activity?

What About Commercial Activities?

Commercial activities require a more careful analysis.

The exercise of certain commercial activities by foreign individuals and legal entities is governed by Decree-Law No. 61-14 of 30 August 1961, as subsequently amended, together with its implementing regulations concerning the carte de commerçant.

The Tunisian Ministry of Commerce states that the exercise of commercial activities, certain small trades, crafts and activities connected with commerce by persons who do not have Tunisian nationality is subject to the applicable carte de commerçant regime.

This means that a foreign investor intending to establish a company carrying out a commercial activity should not simply ask:

• “Do I need a Tunisian shareholder?”

The more accurate legal question is:

• What conditions apply to the exercise of this specific commercial activity by a foreign investor?

Depending on the activity and structure, the analysis may involve the foreign-investor regime, the carte de commerçant, activity-specific specifications or authorizations, and other applicable regulations.

Is 51% Tunisian Ownership Always Required?

No.

It is not technically correct to state as a general rule that:

• “Commercial companies in Tunisia must have at least 51% Tunisian shareholders.”

The applicable rules are more nuanced.

Under the framework administered by the Ministry of Commerce, a legal entity may qualify as Tunisian for purposes of the commercial legislation where several cumulative conditions are met, including:

• incorporation under Tunisian law and having its registered office in Tunisia;

• at least 50% of the capital represented by registered shares held by Tunisian individuals or legal entities;

• a board of directors, management body or supervisory body composed predominantly of Tunisian persons or entities; and

• general management or management entrusted to persons of Tunisian nationality.

Therefore, the legal analysis should not be reduced to a simple “51% rule.”

For a foreign investor, the relevant issue is whether the proposed structure satisfies the applicable conditions for carrying out the activity, including the specific rules applicable to foreign commercial operators.

The Carte de Commerçant for Foreign Investors

The carte de commerçant is an important element of the Tunisian regulatory framework governing certain commercial activities carried out by foreign persons or entities.

The regime originates principally from Decree-Law No. 61-14 of 30 August 1961, which defines conditions for the exercise of certain commercial activities by foreigners. The implementing order of 14 September 1961 has subsequently been amended, including by amendments adopted in 2015 and 2016.

The Ministry of Commerce provides a specific application procedure for obtaining or renewing the carte de commerçant.

The application should therefore be assessed according to the actual activity proposed, rather than by applying a generic foreign-ownership percentage.

Does a Merchant Card Allow 100% Foreign Ownership?

A carte de commerçant should not be described as a universal mechanism that automatically permits 100% foreign ownership in every commercial activity.

Instead, it is part of the regulatory framework governing the exercise of commercial activities by foreign investors.

Whether a foreign-owned company can operate a particular commercial activity, and under what conditions, must be determined by examining:

• the precise activity;

• its classification under Tunisian regulations;

• whether the activity is subject to authorization;

• the applicable foreign-investor requirements;

• the company's ownership and management structure;

• any activity-specific specifications; and

• the requirements of the Ministry of Commerce and other competent authorities.

This activity-by-activity approach is essential.

100% Foreign Ownership Through a Non-Resident International Trading Company

A particularly important structure for international trading activities is the Société de Commerce International Non-Résidente (SCINR) — the Non-Resident International Trading Company.

International trading companies are governed principally by Law No. 94-42 of 7 March 1994, as amended and supplemented, together with the implementing regulations. The Tunisian Customs administration confirms this legal framework.

An international trading company may operate as either a resident or non-resident company for foreign-exchange purposes.

A company qualifies as non-resident where its capital is held by Tunisian or foreign non-residents through an importation of convertible foreign currency representing at least 66% of its share capital. The non-resident status must also be expressly stated in the company's articles of association.

The minimum share capital for an international trading company is currently TND 150,000, fully paid up at incorporation.

Accordingly, a foreign investor may establish a 100% foreign-owned SCINR, provided that the statutory and foreign-exchange conditions applicable to the non-resident regime are satisfied.

Importantly, however:

• 100% foreign ownership and SCINR status are not the same legal concept.

• The 100% ownership concerns the company's capital structure, whereas non-resident status is determined under the applicable foreign-exchange rules, including the 66% convertible-foreign-currency funding condition.

Prior Authorization Must Be Checked Separately

Foreign ownership is only one part of the legal analysis.

An activity may be open to foreign investment while still being subject to:

• prior authorization;

• an approval;

• a cahier des charges;

• professional licensing;

• technical requirements;

• nationality requirements;

• specific capital requirements;

• sector-specific ownership conditions; or

• other administrative formalities.

The Government Decree No. 2018-417 of 11 May 2018, as subsequently amended, establishes the exclusive lists of economic activities subject to authorization and the administrative authorizations required for projects.

The decree was subsequently amended, including by Presidential Decree No. 2022-317 of 8 April 2022.

Therefore, an investor should always perform two separate checks:

• 1. Foreign-ownership / market-access analysis

• and

• 2. Regulatory authorization analysis.

An activity may pass the first test but fail the second unless the required authorization is obtained.

Key Takeaways: Foreign Ownership in Tunisia

Legal Framework

The principal legal sources include:

• Law No. 2016-71 of 30 September 2016 on Investment, particularly the provisions governing access to the market and the principle of freedom of investment;

• Decree-Law No. 61-14 of 30 August 1961, as amended, concerning the conditions for exercising certain commercial activities;

• Order of 14 September 1961 concerning the carte de commerçant and approval procedures, as subsequently amended;

• Government Decree No. 2018-417 of 11 May 2018, as amended, concerning activities subject to authorization and the administrative authorizations required for investment projects;

• Law No. 94-42 of 7 March 1994, as amended, governing international trading companies;

• the Tunisian Commercial Companies Code; and

• the applicable foreign-exchange legislation and regulations.

Why Luca Pacioli?

Foreign ownership in Tunisia should not be analysed through a simple percentage-of-capital test.

At Luca Pacioli, we assess the complete regulatory framework applicable to the investor's proposed business model, including:

• foreign ownership;

• market access;

• commercial activity restrictions;

• carte de commerçant requirements;

• SCINR structures;

• foreign-exchange regulations;

• prior authorizations;

• company incorporation;

• tax registration;

• VAT;

• corporate taxation;

• withholding tax;

• transfer pricing; and

• repatriation of profits and capital.

With 40 years of experience in Tunisia and international tax expertise, including IBFD-certified expertise in international taxation and transfer pricing, Luca Pacioli assists international investors in structuring their Tunisian operations in a legally compliant and commercially efficient manner.

Before incorporating a Tunisian company, the precise activity should be reviewed first. The ownership structure should follow the legal analysis — not the other way around.