Legal Framework
Legal investment framework
The Investment Law in 5 points
A unique investment framework
Market access improvement
Enhancement of investors guarantees
Simplification of procedures
Incentives in line with the national economys priorities
A legal investment framework with international standards
The legal investment framework in Tunisia is in line with international standards, favorable to the free economy and offers flexible procedures and appropriate protection for private investors thanks to the new laws adopted, which has improved the investment conditions and attracted a significant flow of private, national and international investments.
Investment is free
in most economic sectors.
Setting up a single contact point for the investor (TIA)
To assist and guide the investor throughout the investment pathway
Fixed deadlines for all authorizations
The principle of Silence equivalent to administrative authorization is applied
Investment framework based on digitized services
Regulatory framework for electronic exchanges facilitating administrative transactions, comprehensive investors digital platform.
Guarantees for investors
Fair and equal treatment, guarantee of industrial and intellectual property, protection against non-commercial risks, freedom to transfer capital abroad.
Right to recruit foreign workers for all companies
Possibility of employing 30% of foreign executives up to the 3rd year and 10% beyond.
Real estate ownership for international investors
Ownership right of real estate for investment.
Wide range of incentives
fiscal and financial incentives targeting in particular priority sectors with high added value, regional development and projects of national interest.
Appropriate PPP framework
Regulatory and institutional framework with simplified procedures and rules favouring the implementation of PPP projects.
The main regulatory texts governing the investment climate in Tunisia
Innovative initiatives
Tunisia is committed to attracting the best of the new wave of entrepreneurs. Tunisia has set up many initiatives to attract these companies, with an emphasis on a start-up-centric ecosystem with supportive policies, high availability of human resources and advanced ICT networks.
Legal procedures and investment system
Legal procedures
To perform a commercial or economic activity in Tunisia, the investor should first register, either as a sole company owner or as a commercial company.
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Company type
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Minimum capital
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Nb of shareholders
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Management
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|---|---|---|---|
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Individual business
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"Social capital" not applicable
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--
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Sole trader
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The entrepreneur and the company are one and the same.
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Company type
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Minimum capital
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Nb of shareholders
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Management
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|---|---|---|---|
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Limited company
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1 000 Dinars
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2 or more not exceeding 50
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Co- manager (s) or not
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Sole ownership with limited liability
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1 000 Dinars
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One
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Co-manager
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Companies grouping partners who know and trust each other. The share of the partner is only transferable with the consent of all the other partners.
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Company type
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Minimum capital
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Nb of shareholders
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Management
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|---|---|---|---|
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Limited company
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5 000 Dinars
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7 minimum
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Board of directors or executive board and board of directors
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Share-limited Partnership
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5 000 Dinars
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One or more sponsors and general partners
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Manager (s) among the general partners and a supervisory board
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Each partner is only bound within the limit of his/her share. The share received is, in principle, freely negotiable.
Investment regimes
Definition
Fully exporting companies are those:
- The production of which is totally intended for export.
- Which provide services abroad or in Tunisia with the aim to their use abroad.
- Which work exclusively with the companies established in the economic activity parks and totally exporting.
Benefits
- Income tax rate between 15% and 35%.
- The suspension of value added tax (VAT) on imported and local purchases of materials, products and services giving entitlement to deduction and necessary for the execution of export transactions.
- 10% tax on non-reinvested dividends.
- Between 0% and 16.57% rate of employer social charges for employees.
- Right to import the necessary production goods, free of all duties and taxes.
- Possibility of selling on the local market up to 30% of turnover.
Definition
Totally exporting companies are considered non-resident (offshore) when at least 66% of the capital is held by non-Tunisian or foreign residents through the import of convertible currencies. The Company is considered as an “offshore” company when it has established its head office in a country in which it does not carry out any trade and whose top managers are not resident there.
Benefits
- Agreement to avoid double taxation between European and Maghreb countries and Tunisia
- No VAT for payments received from abroad and purchases in Tunisia
- 10% tax on dividends not reinvested
- Between 10% and 35% income tax (see Note N ° 1)
- Only one person necessary (even a foreigner) to constitute the company
- Bank confidentiality is legally respected
- Between 0% and 16.57% rate of employer social charges for employees
- No social charges for no-salary earning manager
- A salary cost significantly lower than in Europe (minimum wage in Tunisia = € 133.35)
- A minimum capital of 300 euros to constitute a company (the capital is not blocked)
- Dividend transfer guarantee
- Registration of your company in 72 hours
Financial benefits
- Possibility of opening bank accounts in foreign currency or convertible dinars
- Remote bank account management services
- No limits on transactions abroad
- Several withdrawal methods are available (international card, Swift transfer etc.
Encouraging the creation of service or industrial companies “Law No. 08 – 2017 on the revision of the tax incentive scheme”:
The deduction a share of their profits or income from the exploitation of the first four years of activity under the same conditions, is set as follows:
- 100% for the first year,
- 75% for the second year,
- 50% for the third year,
- 25% for the fourth year.
An additional 30% deduction for depreciation of exploitation machinery and equipment, with the exception of passenger cars other than those intended for exploitation, acquired or manufactured for extension purposes, the base of income tax or corporate tax is due for the first year from the date of acquisition, manufacture or start of use.
Definition
Partially exporting companies are those which have the same activities as fully exporting companies but which get less than 80% of their turnover from exports.
Benefits
Encouraging the creation of service or industrial companies “Law No. 08 – 2017 on the revision of the tax incentive scheme” :
The deduction a share of their profits or income from the exploitation of the first four years of activity under the same conditions, is set as follows:
- 100% for the first year,
- 75% for the second year,
- 50% for the third year,
- 25% for the fourth year.
An additional 30% deduction for depreciation of exploitation machinery and equipment with the exception of passenger cars other than those intended for exploitation, acquired or manufactured for extension purposes, the base of income tax or corporate tax is due for the first year from the date of acquisition, manufacture or start of use.
Tax system
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Rate CT
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CSS
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|---|---|---|
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The general corporate income tax rate
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15%
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1%
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- Banks and financial institutions (leasing companies, factoring companies, invesment banks).
- Offshore financial institutions governed by the code related to financial services destined to non-residents. - Insurance, mutual insurance, and reinsurance companies. - Takaful insurance and reinsurance companies. |
35%
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3%
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- Investment companies.
- Debt collection companies.. - Telecommunications operators.. - Profits derived from services relating provided to the Hydrocarbons sector (listed by Article 130.1 of the Hydrocarbons Code promulgated by the Law 1999-93).. - Companies rendering services to companies operating in the oil and gas field.. - Companies operating in the production and the transport of hydrocarbons and governed by particular conventions, as well as companies operating in the transfer of hydrocarbons via pipeline.. - Companies operating in the oil refining sector and the wholesale of hydrocarbon products. - Hypermarkets.. - Car dealers.. - Franchisees of a foreign brand or trademark, except for entreprises with a rate of integration equal or greater than 30%. . |
35%
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2%
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- Companies carrying out craft activities, agricultural and fishing activities, and fitting out fishing boats.
- Companies operating in the regional development zones after the expiry of the total deduction period. - Benefits derived from investments in the agricultural or fishing sectors at the end of the total deduction period - Support and pollution control activities. |
10%
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1%
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Tax-exempt companies or companies benefiting from the whole exemption of profits deriving from operations (e.g. companies established in the regional development zones, companies operating in the agricultural sector) during the period of tax holidays.
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-
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200 TND
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Taxable income (TND) From - to
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Rate (%)
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Effective rate at on limit (%)
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|---|---|---|
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0 to 5.000 Dinars
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0%
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0%
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5.000,001 to 20.000 Dinars
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26%
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19.5%
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20.000,001 to 30.000 Dinars
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28%
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22,33%
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30.000,001 to 50.000 Dinars
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32%
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26,20%
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Over 50.000 Dinars
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35%
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-
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Exchange regulation
GENERAL PRINCIPLES
Right to transfer profits and dividends.
EXTERNAL LOANS
Right for resident companies to contract external loans.
CURRENT PAYMENTS
Right for repayment transfer of external loan.
Free transfer of current transactions and net real proceeds as well as the value added from sale or liquidation of capital invested previously through foreign currency import. All other transactions and commitments of which arises or may arise as well as any clearing of debts with foreign countries are submitted to prior authorization.
Resident companies may, for the purpose of their activities’ needs, borrow freely from non-residents in foreign currency up to 10 million dinars per calendar year for lending institutions and 3 million dinars for the other companies.
When granted for a period of more than 12 months, these loans are borrowed freely and without a limit for the amount for the lending institutions and within a limit of 10 millions dinars per year for the other companies.
Transfers regarding current transactions are free (trade transactions, transactions related to corporate production, transport, insurance, capital income, operations concerning banking and financial expenditures, personal operations , public sector operations, general operations such as subscriptions, advertising, entertainment and show contracts).
Tunisian labour law
The Labour Code provides for two types of contracts:
- An open-ended contract (CDI)
- The Fixed-Term Contract (CDD) can only be concluded in the following cases:
- Completion of first established work or new work
- Completion of work requesting huge extra work
- Provisional replacement of a permanent worker who is absent or whose job contract is suspended
- Completion of urgent work to prevent imminent accidents, to carry out rescue operations or to repair defects in the material, equipment or buildings of the company.
- the performance of seasonal work or other activities for which, according to custom or by their nature, an open-ended contract cannot be used
A fixed-term employment contract may also be concluded, in cases other than those indicated in the preceding paragraph, by agreement between the employer and the worker, provided that the duration of the contract does not exceed four years, including any renewals; any recruitment of the worker concerned after the expiry of this period shall be on a permanent basis and without a trial period. In this case, the contract is concluded in writing in two copies, one of which is kept by the employer and the other delivered to the worker.
Children under the age of 16 cannot be employed in activities governed by the Labour Code.
Any company can recruit executives of foreign nationality up to 30% of the total number of its executives until the end of the 3rd year from the date of its legal creation or the date of entry into force of the actual activity determined by the company. This proportion must be decreased by 10% the 4th year from the said date. In any case, the company can recruit four foreign executives. Beyond the proportions or limits provided for in the previous paragraph, the company is subject, regarding the recruitment of foreign executives, to an authorization issued by the Ministry of Employment in accordance with the Labour Code provisions.
The actual working time cannot exceed 48 hours per week. This time can be reduced but not less than 40 hours per week. Art. 79 (new):
The duration of the effective working time may not exceed 48 hours per week or an equivalent limitation established over a period of time other than the week without the duration of this period exceeding one year.
This duration may be reduced to not less than 40 hours per week or an equivalent limitation established over a period of time other than the week and not exceeding one year, by collective agreements or by regulatory texts.
This may be done by collective agreements or by regulatory texts, adopted after consultation with the employers’ and workers’ trade unions.
Article. 88: In agricultural enterprises, the legal duration of work is set at a maximum of two thousand seven hundred hours per year for three hundred days of working days.
For non-agricultural activities, overtime is the number of hours exceeding the weekly working time. These hours are remunerated with reference to the basic hourly wage increased according to the following proportions:
- For full-time work schedule of 48 hours per week: 75%.
- For less than 48 hours full-time working schedule, the increase is 25% up to 48 hours and 50% beyond this time.
- For part-time work an increase of 50%. For agricultural activities: the working hours performed upon the employer’ s request and to meet the farm needs, beyond the daily working time, are paid at the normal wage increased by 25%.
- Non-agricultural activities: non-agricultural companies are required to give their staff a weekly day off of twenty-four consecutive hours.
- Agricultural activities: employers are required to give their permanent or occasional workers a weekly day off of twenty-four consecutive hours except in case of urgent work and in this case compensation is given within the following thirty days.
This day off can be on Friday, Saturday or Sunday. It can be given on another day of the week upon agreement of both parties in the company.
The granting of public holidays must not lead to interrupt the company’s activities for more than 48 consecutive hours. No-work due to public holidays cannot be a cause of reduction in monthly, fortnightly or weekly wages and salaries. Employees paid by the hour, by the day, by the share, by the task or by the output are entitled to an indemnity equal to the wages which they have lost as a result of this no-working time. This compensation, payable by the employer, is calculated on the basis of the working hours and the weekly working time usually practiced in the company.
- Art. 107 (new) The granting of these days must not result in the company’s activity being stopped for more than 48 consecutive hours. The modalities of application of these provisions are fixed by decree of the Minister in charge of Social Affairs taken after consultation of the professional organizations of employers and workers.
- Art. 108: Unemployment in the circumstances provided for in the preceding article shall not be a cause for reduction of monthly, fortnightly or weekly salaries and wages.
Employees who are paid on an hourly, daily, share, task or performance basis are eligible for indemnity equal to the wages they have lost as a result of this unemployment. This indemnity, which is payable by the employer, is calculated on the basis of the working hours and the distribution of the weekly working hours usually practiced in the establishment.
The paid public holidays are fixed by decree or by collective agreements:
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Paid public holidays
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Date
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|---|---|
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New Year
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The 1st of each year
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Anniversary of the Tunisian Revolution
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December 17
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Independence Day
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March 20
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Martyrs Day
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April 9
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Labour Day
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May 1
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Aïd El Fitr leave
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2 days
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Republic Day
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July 25
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Women's Day
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August 13
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Aïd El Idha leave
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2 days
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New Year’s Day Hegira
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1 day
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Evacuation Day
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October 15
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Birthday of Prophet Mohamed (Mouled)
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1 day
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Non-agricultural activity: every employee is entitled each year to a paid leave by the employer under the following conditions:
- One effective working day per month
- Two working days per month for employees under the age of 18
- One and a half day per month of work for employees aged 18 to 21.
The leave duration thus fixed is increased by one working day per entire period of five years of service with the same employer, this increase cannot exceed18 working days. Public holidays and work leave due to illness or accident are not included in paid annual leave. For agricultural activities the workers have the right for a leave on condition that they have at least six months of continuous service with the same employer. The leave duration is fixed as follows:
- One working day of leave per effective month since the start of service.
- Two days per month for workers under the age of 18.
- One day and a half per month for workers aged 18 to 20.
Every employer is required to take the necessary and appropriate measures for the protection of workers and the prevention of work risks, in particular:
- Ensure the protection of workers’ health in the workplace.
- Guarantee adequate working conditions and environment.
- Protect workers from the risks inherent to machines, equipment and products used.
- Provide adequate collective and individual prevention means and train workers in their use.
- Inform and make workers aware of the risks of the work they practice. In any company employing at least 500 workers, the employer is required to provide an occupational health service specific to this company. Companies employing less than 500 workers are required either to join an occupational health agency or create an independent occupational health service.
A board is created in each company employing at least 40 permanent workers, this structure is called “Company Advisory Board”. It is equally composed of:
The Company Advisory Board is consulted for the following points:
- The company’s work organization in order to improve production and productivity
- Questions relating to existing social activities in the company to assist the workers and their families
- Promotion and professional reclassification
- Learning and vocational training
- Discipline and in this case the board sets itself up as a disciplinary committee and applies the procedure set by the legislative, regulatory or contractual texts governing the company
The Company Advisory Board examines questions relating to health and safety at work. To this end, a technical sub-committee called the “occupational health and safety committee” is set up, composed as follows:
- The Company manager or his/her representative, as chairman
- Two workers’ representatives chosen by the staff representatives within the Company Advisory Board, as members
- The occupational doctor reporting to the company, as member
- The security officer, as member
The mission of this committee is to:
- Prepare draft regulations and prescriptions relating to occupational health and safety in the company
- Ensure information, awareness and training tasks in the field of health and safety at work
- Propose occupational risk prevention programs within the company and ensure the monitoring and the implementation of the adopted programs.
- Carry out investigations after each work accident or occupational disease and propose the necessary remedial measures
Work inspection is carried out by officials reporting to the Ministry of Social Affairs. Their mission is to:
- Ensure the application of legal, regulatory and contractual provisions organizing labour relations or resulting therefrom
- Provide technical information and advise the employers on the most effective ways to enforce labour laws.
- Bring to the attention of the competent authorities any deficiency or abuse that is not specifically covered by the legal provisions in force.
- Assist the governors in the conciliation mission assigned to them
- Carry out, upon the governors’ request, all inquiries relating to work reports or which may have an impact on the volume of labour force in their governorate.
Law 37-2019 of April 30, 2019, provides for one year increase of the retirement age for employees who have reached 60 years from July 1 until December 31, 2019, and by 2 years from January 1, 2020, for employees who will have reached 60 years from that date.
The amount of the SMIG (Minimum Guaranteed Salary) for the 48-hour scheme has been increased to 429.312 dinars. That of the 40-hour scheme went from 323.921 dinars to 365,732 dinars. Regarding the wages of workers paid by the hour for the 48-hour scheme, they will benefit from 2.064 TD for each hour worked. Those in the 40-hour scheme will be entitled to 2.110 TD for each hour worked.
Article 1 of Government Decree No. 2020-1069 of December 30, 2020, setting the guaranteed interprofessional minimum wage in the non-agricultural sectors covered by the Labor Code.
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As of October 1, 2020
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Monthly paid employees
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Hourly paid employees
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|---|---|---|---|---|
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48H scheme
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40H scheme
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48H scheme
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40H scheme
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Basic salary
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398,944
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335,732
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1,918
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1,937
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Provisional additional allowance
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30,368
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30,000
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0,146
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0,173
|
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Total SMIG
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429,312
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365,732
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2,064
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2,110
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SMIG employees benefit from an allowance increase in application of government decree No. 2015-1764 of November 9, 2015 as follows:
- Transport allowance: 36,112 dinars / month
- Attendance bonus: 2,080 dinars / month
With regard to Decree N ° 456-2019 of May 28, 2019 on wage increase in the non-agricultural sectors governed by the labour code and not governed by sectoral collective agreements, the basic wages of workers are increased as follows:
Enforcement officer
48-hour scheme, monthly increase of 41,392 dinars.
40-hour scheme, monthly increase of 34,493 dinars.
Supervisor
48-hour scheme, monthly increase of 47,424 dinars.
40-hour scheme, monthly increase of 39,519 dinars.
Executive
2. 40h scheme: monthly increase of 51,652 dinars.
Employees of companies, who have been granted general salary increases equal to or higher than those provided for by this government decree and not related to advancement or promotion, are not concerned by the increase provided for in article 1 and 2 of the present governmental decree.
Increase in basic wages in non-agricultural sectors
In addition to their salaries, workers in agricultural sectors receive the following bonuses:
A farming bonus: 10% of the gross salary received during the harvest period.
A seniority bonus: increase of 5% (3 years to 6 years) or 10% (6 years to 9 years) or 15% (over 9 years) of the daily salary.
A technical bonus: 20% of the gross salary for tractor drivers and 15% for specialized workers (harvester driver with specific skills). For experienced and highly skilled workers (grafter, vine trimmer, etc.) the bonus is 66% of the daily salary.
Industrial property
Invention patents
Any invention of a product or of a manufacturing process may be protected by an invention patent which is issued by the industrial property body under the provisions of Law 2000-84 of 24 August 2000 relating to inventions’ patents.
According to this law the patent is granted for new inventions with an inventive activity applicable in industry.
For more informations : INNORPI
The novelty is a new invention which is not included in the state of the art. The state of the art consists of everything that has been made available to the public, before the filing date of the patent application or the priority date validly claimed for this application and this, by a written or oral description or any other way.
The invention must involve an inventive activity, that is to say that it must not follow, for a person skilled in the art, in an obvious manner from the state of the art at the date of filing of the patent application.
The invention must be applicable in industry. This condition is met when the invention can be manufactured or used industrially. Some inventions are not patentable and cannot be the subject of any intellectual property asset, such as:
- Purely ornamental creations.
- Scientific discoveries and theories as well as mathematical methods.
- Plans, principles and methods intended to be used.
- Methods of therapeutic and surgical treatment of the human body or animal and diagnostic methods applied to the human body or animal.
- Information presentations.
- All kinds of living substances in nature
Patent protection term
The invention patent protection term is twenty years from the date of filing the application. Patent holders must, to avoid invalidity, regularly pay the annual fees to keep their patent in force on the anniversary dates of the application filing.
Trademarks and service marks
According to the Law 2001-36 of April 17, 2001 relating to the protection of trade and service marks, there should be a visible sign showing the marks by a graphic representation to distinguish the products offered for sale or services sold by a natural or legal person.
TRADEMARK REGISTRATION APPLICATION PROCEDURES TRADE AND SERVICE DE COMMERCE ET DE SERVICE
The submission is made at the INNORPI. mark ownership is acquired through registration which confers an exclusive right to use the mark and protection against possible counterfeiters and imitators. Protection is provided for a period of 10 years renewable indefinitely.