Franchising in Tunisia: Legal Framework and Applicable Regimes

Franchising in Tunisia: Legal Framework and Applicable Regimes

Franchising is a strategic tool for businesses seeking to expand their commercial presence while mitigating operational risks. In Tunisia, franchising is governed by a robust legal framework that ensures a balance between the interests of the franchisor and the franchisee, while maintaining fair competition in the market.

1. Legal Framework for Franchising in Tunisia

Tunisian law formally recognizes and regulates franchise agreements through a combination of laws and regulations, including:

• Law No. 2009-69 on Distribution Trade, particularly Chapter 5, which provides a legal foundation for franchising.

• Article 6 of Law No. 2015-36, dated September 15, 2015, regarding the reorganization of competition and pricing.

• Government Decree No. 2016-1204, dated October 18, 2016, which establishes the procedures for submitting exemption requests.

• Decree No. 2010-1501, dated June 21, 2010, defining mandatory clauses in franchise agreements and minimum disclosure requirements in the franchise disclosure document.

• Ministerial Order of July 28, 2010, which provides automatic exemption from competition restrictions for certain types of franchise agreements, particularly in key sectors.

2. Legal Definition of a Franchise Agreement

According to Article 14 of Law No. 2009-69, a franchise agreement is defined as:

“An agreement by which the owner of a brand or commercial sign (the franchisor) grants exploitation rights to a natural or legal person (the franchisee) for the purpose of distributing products or providing services in exchange for a royalty.

These rights include:

• Transfer of know-how;

• Use of intellectual property rights;

• Commercial and technical support.”

—

3. Applicable Legal Regimes in Tunisia

I. Declaration Regime or Automatic Exemption

The Ministerial Order of July 28, 2010 grants automatic exemption from general competition prohibitions (Article 5 of Law No. 2015-36) for specific franchise sectors:

• All national brands, regardless of industry.

• Foreign brands in the following sectors:

  • Retail & Distribution: Perfumes, cosmetics, apparel, footwear, leather goods, sports equipment, dietary products, watches, gifts, eyewear, household items, furniture, electronics, IT, bookstores, etc.

  • Tourism: Car rentals, leisure centers, hotel management.

  • Professional Training

  • Other Services: Maintenance and repair services (auto, electronics), beauty salons, smoking cessation services, wellness services in hotels, thalassotherapy.

This regime simplifies compliance for franchise operators by removing the need for prior authorization.

II. Authorization Regime or Individual Exemption

For sectors not included in the July 2010 ministerial order, franchisors must request an individual exemption in accordance with Article 6 of Law No. 2015-36.

Required documentation (as per Decree No. 2016-1204):

1. A formal request including details about the applicant’s legal status, nationality, and address;

2. A copy of the National Business Register and the company’s articles of incorporation (or ID for individuals);

3. A market and sector analysis;

4. A clear description of the practice, agreement, or contract for which the exemption is requested.

Conclusion: How Our Firm Can Help

At Luca Pacioli, we provide expert legal and regulatory support for:

• Reviewing and drafting compliant franchise agreements;

• Preparing the legally required Franchise Disclosure Document (FDD);

• Assisting with automatic exemptions and individual exemption requests;

• Advising on legal and tax structuring for your franchise expansion strategy in Tunisia.

📩 Contact us to book a personalized consultation and secure your franchise project with peace of mind.