Business Law
Corporate Restructuring in Tunisia
Corporate restructuring in Tunisia may be needed to adapt organisation, reorganise capital, reduce debt or support a new growth strategy. It may take the form of financial restructuring, group reorganisation, merger, demerger, legal transformation or shareholder reorganisation. In 2026 Tunisia's economic context makes these operations more important: the 2026 Finance Act includes several support mechanisms for SME financing and addressing certain financial difficulties.
Corporate Restructuring in TunisiaKey figures to note in 2026
The latest structural INS statistics on the National Business Register relate to 2023 and were published in June 2025. Total company-count figures for 2026 should not be cited without an updated official source.
TND 10m
Financing line planned for 2026–2027 to support SMEs' working-capital and operating needs.
TND 23m
Amount planned in 2026 for an interest-free, unsecured credit line aimed notably at strengthening self-financing for project promoters and small businesses.
3 pts
State coverage, under the 2026 Finance Act, of part of the spread between certain SME investment-loan rates and the average money-market rate.
167
Companies surveyed in the 2026 CCITF economic barometer: improved activity but persistent constraints (tax, administration, regulation).
When is restructuring appropriate?
Restructuring may be considered when a company wishes to reorganise capital, change group structure, reduce debt or prepare a strategic transaction.
The goal is to identify the most suitable legal structure while managing tax, employment, financial and contractual consequences.
- ✓Reorganise capital or shareholding
- ✓Change the structure of a corporate group
- ✓Reorganise or carve out activities into subsidiaries
- ✓Reduce or reschedule debt
- ✓Prepare a merger, acquisition or disposal
- ✓Reorganise assets and holdings
- ✓Address financial difficulties
- ✓Preserve business continuity and jobs
Main forms of restructuring in Tunisia
Legal and capital restructuring
This may include a capital increase or reduction, shareholder reorganisation, change of legal form or reorganisation of holdings within a group.
Merger and demerger
Mergers, absorptions and demergers allow reorganisation of several companies or rationalisation of activities.
They must comply with the Tunisian Commercial Companies Code, with particular attention to shareholders' and creditors' rights and applicable formalities.
Financial restructuring
This may cover debt rescheduling, refinancing negotiations, reorganisation of security or recapitalisation.
The 2026 Finance Act provides for a TND 10 million financing line for SMEs' working-capital needs over 2026–2027, support measures for corporate financing and, under certain conditions, partial coverage of the rate spread on SME investment loans.
Restructuring and distressed companies
When a company faces economic or financial difficulty, restructuring should be considered early.
A June 2026 study day on SMEs and financial difficulty in Tunisia highlighted the importance of preventive action rather than waiting for a critical situation.
Tunisian law provides prevention and recovery mechanisms for distressed companies under collective proceedings regulation.
Analysis should then cover the company's financial position, debts, contracts, security, assets and creditors' interests.
2026 news: restructuring and corporate transactions
PGH and Land'Or: a strategic deal monitored by the CMF
In 2026 Poulina Group Holding's (PGH) planned acquisition of Maghreb Private Equity Fund IV's stake in Land'Or illustrates shareholder-restructuring issues for Tunisian companies.
In July 2026 due diligence was reported to be in its final phase before a possible binding offer, subject to audit conclusions.
The Financial Market Council also issued communications, including resumption of listing of PGH and Land'Or shares in February 2026.
The transaction shows the importance of legal, financial and regulatory due diligence in reorganisation and investment transactions.
2026 news: restructuring and corporate transactions
State-owned enterprises at the heart of reforms
In August 2026 the Tunisian Government also placed restructuring of state-owned enterprises among the orientations of the draft 2027 Finance Act, alongside investment support and economic resilience.
This confirms restructuring is an issue beyond private companies, also affecting organisation and performance of the public sector.
Our legal support
We advise companies, shareholders and investors on restructuring in Tunisia, including:
- ✓Analysis of legal and capital structure
- ✓Defining the restructuring scheme
- ✓Mergers, demergers and transformations
- ✓Capital increases and reductions
- ✓Corporate group reorganisation
- ✓Disposals and acquisitions
- ✓Debt restructuring
- ✓Negotiation with creditors
- ✓Legal audits and due diligence
- ✓Analysis of contractual, employment and regulatory impact
- ✓Preparation of documents and formalities
Why act early on restructuring?
Restructuring started early usually offers a wider range of options.
It can reorganise operations, secure financing, optimise group structure or prepare a strategic deal before financial or legal difficulties limit available actions.
Our role is to identify the appropriate legal structure and secure each step, in line with the company's economic objectives.
Planning a restructuring in Tunisia?
For companies, shareholders and investors: we help you choose the right legal structure and secure each stage of your restructuring.
Contact us to discuss your situation and objectives.
Frequently asked questions
When should restructuring be considered?+
Do you cover distressed companies?+
Restructuring support
Describe the company's situation and your reorganisation goals.