Corporate Law in Tunisia

Tunisian company law rests notably on the Commercial Companies Code, enacted by Law No. 2000-93 of 3 November 2000, together with specific texts applicable to certain activities and categories of undertakings.

The applicable framework depends on the company form, its activity, its shareholding and, where relevant, the presence of foreign investors. Transactions may also raise tax, regulatory, financial or foreign-exchange issues.

For projects involving foreign investors, Investment Law No. 2016-71 of 30 September 2016 is also an important reference, subject to sector rules and texts applicable to the contemplated transaction.

The choice of legal structure shapes the allocation of powers, financing options and growth prospects. ANILF assists project sponsors, groups and investors through these foundational steps.

Clear governance facilitates decision-making and helps prevent conflicts among shareholders, directors and investors.

Legal support may cover preparation of meetings, drafting of minutes, decisions of corporate bodies, allocation of powers and procedures suited to the company's organisation.

For companies belonging to international groups, the challenge is also to align local requirements with the group's internal procedures.

Directors must perform their duties in compliance with the legal, statutory and regulatory rules applicable to the company.

Legal analysis may cover directors' powers, decision-making procedures, related-party transactions where applicable, conflicts of interest and risks linked to non-compliance with the company's obligations.

The aim is to identify risks early and put in place a legal organisation consistent with the company's activities and stakes.

Group growth may require a reorganisation of holdings, subsidiaries or activities. Depending on the objectives, the transaction may involve a shareholding restructure, a merger, a demerger, a transformation or a reshaping of inter-company relationships.

ANILF supports the legal analysis, preparation of documentation and coordination of corporate aspects of these operations, taking into account the constraints specific to cross-border groups.

External growth, M&A and investment transactions require an in-depth review of the target company's legal position.

That review may cover the shareholding structure, articles of association, corporate decisions, material contracts, financial commitments, ongoing litigation and any restrictions affecting the transfer of shares.

Corporate law counsel thus helps prepare negotiations, identify risks and secure transaction documentation. For investors and private equity funds, governance, minority protection, control and exit issues are especially important.

An inadequately adapted legal organisation can lead to shareholder disagreements, difficulties in a fundraising, decision-making deadlocks or complications when selling the business. A periodic legal review helps identify these issues and adapt the company's structure as it evolves.