Business Law
Joint Ventures in Tunisia
A joint venture in Tunisia lets two or more companies pool resources, skills or commercial capabilities to develop a shared activity. For a foreign investor, this model can ease access to the Tunisian market, support industrial development and enable regional partnerships. Success still depends on several factors: choice of legal structure, capital allocation, governance, financing, protection of the partners' interests and exit arrangements.
Joint Ventures in TunisiaWhy set up a joint venture in Tunisia in 2026?
Tunisia retains a strategic position for companies seeking to grow in North Africa while maintaining commercial ties with Europe. A few indicators help frame the opportunity:
TND 1,929.5m
international investment as of end-June 2026 (+11.5% vs 2025)
+30%
FDI increase in 2025 (Tunisia Investment Forum, June 2026)
2.3%
GDP growth in Q2 2026 (INS)
A favourable context for strategic partnerships
Manufacturing accounted for 72% of international direct investment flows as of end-June 2026, ahead of energy and services.
These figures do not directly measure how many joint ventures are formed. They do illustrate an economic context in which industrial, technological and commercial partnerships can offer strategic value.
Which legal structure for a joint venture?
The right structure depends on the nature of the project, how deeply the partners commit and their long-term objectives.
Creating a joint company
Partners may incorporate a Tunisian company—typically a limited liability company (SARL) or a public limited company (SA)—when the project warrants it.
This approach notably allows you to:
- ✓Define capital allocation among the partners
- ✓Organise governance and decision-making powers
- ✓Frame financial, material or technology contributions
- ✓Separate the joint venture's activities from those of its partners, under the applicable legal regime
- ✓Provide for development, financing and exit modalities
Contractual partnership
In some deals, partners prefer cooperation based mainly on contracts, without immediately forming a joint company.
This model can suit a distribution, manufacturing, technology-transfer or commercial cooperation agreement. The choice must still account for operational risks, the parties' liability and any applicable sector rules.
What legal framework applies to a joint venture in Tunisia?
Structuring a joint venture requires coordinated analysis of company law, investment law and, depending on the project, foreign-exchange rules, competition law and sector-specific regulation.
Company law and governance
The Commercial Companies Code is an essential reference for incorporating and operating Tunisian companies.
The articles of association must match the intended organisation: allocation of powers, appointment of managers, collective decisions, share transfers and rules governing corporate bodies.
Foreign investment and sector regulation
Tunisian Investment Law No. 2016-71 of 30 September 2016 is among the key texts to review. The official market-access portal helps identify authorisations and conditions for certain economic activities in Tunisia.
Before completing the transaction, you should in particular verify:
- ✓Access conditions for the intended activity
- ✓Any administrative authorisations or sector requirements
- ✓Rules applicable to foreign shareholding
- ✓Incorporation and registration formalities
- ✓Cross-border financing, fund transfers and income repatriation under applicable foreign-exchange rules
Shareholders' agreement: how to protect the partners?
Articles of association alone do not always organise the full relationship among partners. A shareholders' or partners' agreement can complete the framework by defining mutual commitments.
These clauses must be drafted for Tunisian law and the chosen structure. Aligning them with the articles is essential to limit interpretation and enforcement risk.
- ✓Capital allocation and contributions
- ✓Governance and reserved matters
- ✓Deadlock prevention
- ✓Share transfers (pre-emption, tag-along, drag-along)
- ✓Intellectual property and confidentiality
- ✓Exit and dispute resolution
Which legal risks should you anticipate?
A joint venture can face difficulties even when partners initially share the same goals. Prior legal analysis identifies these risks before agreements are signed and builds prevention mechanisms into the contractual documentation.
- ✓Strategic divergence (commercial priorities, profit distribution, investment pace)
- ✓Decision-making deadlocks
- ✓Insufficient financial commitments or further capital calls
- ✓Technological or commercial dependence without adequate contractual protection
- ✓Regulatory risks (authorisations, compliance, sector restrictions)
- ✓Cross-border disputes (governing law, jurisdiction, arbitration, enforcement)
How does ANILF support joint ventures in Tunisia?
ANILF advises Tunisian and foreign companies on preparing, structuring and legally securing their commercial partnerships and investments in Tunisia.
- ✓Preliminary analysis of the project and applicable regulatory framework
- ✓Selection of the appropriate legal structure
- ✓Negotiation and drafting of joint-venture agreements
- ✓Preparation of articles of association and shareholders' agreements
- ✓Governance structuring and deadlock prevention
- ✓Review of contractual, financial and regulatory commitments
- ✓Exit arrangements and dispute-resolution mechanisms
- ✓Coordination with foreign counsel on cross-border transactions
Secure your joint-venture project in Tunisia
Creating a joint venture is more than incorporating a shared company. It means organising lasting partner relationships, protecting contributions and anticipating risks around governance, financing and exit.
ANILF advises foreign investors, international groups and Tunisian companies on the legal structuring of their joint ventures and strategic partnerships. Contact us to review your project, identify regulatory constraints and prepare the necessary agreements.
Frequently asked questions
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Structure a joint venture
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