Business Law
Legal Due Diligence in Tunisia
Legal due diligence in Tunisia identifies the legal, contractual, employment and regulatory risks of a company or transaction before an acquisition, investment or financing. As international investment picks up again, the legal audit is an essential step to secure the deal, assess target risk and negotiate transaction terms.
Legal Due Diligence in TunisiaKey figures – Investment in Tunisia in 2026
These figures reflect sustained international investment in Tunisia and underscore the importance of legal audits ahead of investment and external growth transactions.
TND 1,929.5m
in international investment as at end-June 2026.
+11.5%
growth compared with the same period in 2025.
TND 1,911.8m
in foreign direct investment as at end-June 2026.
72%
of FDI concentrated in manufacturing industries.
Legal analysis tailored to each transaction
Due diligence is typically carried out in M&A, private equity, foreign investment, asset acquisitions, financings, restructurings and joint-venture creation.
The aim is to give the investor or buyer a clear view of the target's legal position before committing.
- ✓Mergers and acquisitions (M&A) and equity investments
- ✓Private equity and growth-capital transactions
- ✓Foreign investment in Tunisia
- ✓Acquisitions of companies or assets
- ✓Financing transactions
- ✓Restructurings and strategic partnerships
- ✓Joint-venture formation
What does legal due diligence cover?
Company and governance
Review of incorporation, articles of association, share capital, management powers and key corporate resolutions.
The review may also cover shareholders' rights, regulated agreements and any governance irregularities.
Contracts
Analysis of main commercial and financial contracts, including strategic agreements, long-term commitments, guarantees, penalties and change-of-control clauses.
Particular attention is paid to contracts that may be terminated or renegotiated following the transaction.
Employment law
Review of employment contracts, employer obligations, key employees, potential labour disputes and risks linked to restructuring or change of control.
Assets and property
Verification of title to the company's main assets: real estate, business assets, intellectual property, equipment and other strategic assets.
Disputes and risks
Identification of pending court or administrative proceedings, claims, formal notices and potential risks that could have a financial or legal impact on the transaction.
Regulatory compliance
Review of authorisations, licences and regulatory obligations applicable to the business.
In regulated sectors, the audit may cover rules specific to energy, financial services, telecommunications, industry or infrastructure.
Foreign investment: a particular focus in 2026
Strong international investment flows increase demand for legal due diligence in Tunisia.
As at end-June 2026, international investment reached TND 1,929.5 million, up 11.5% year-on-year and 41.7% compared with 2024. Foreign direct investment amounted to TND 1,911.8 million.
Tunisia is also targeting TND 4 billion in foreign investment in 2026, compared with around TND 3.5 billion in 2025.
For a foreign investor, due diligence should also address investment structure, required approvals, exchange-control rules, tax and sector-specific regulation.
Legal news and investment in Tunisia – 2026
Reforms announced under the 2026–2030 plan
At the 22nd Tunisia Investment Forum in June 2026, the government announced regulatory changes of direct interest to investors: digitisation of investment pathways, a new national investment platform and announced revisions to legislation on startups, the exchange-control code, hydrocarbons and mining.
These developments should be factored into risk analysis when a transaction depends on approvals or sector-specific regulation.
Legal news and investment in Tunisia – 2026
2026 Finance Act
The 2026 Finance Act is also relevant to the tax and financial analysis of a transaction, in particular when assessing tax liabilities and risks that may affect the target. The text is published by the Tunisian Ministry of Finance.
Due diligence focused on decision-making
Legal due diligence is not only about listing irregularities. It should prioritise risks and assess their impact on the transaction.
Findings may notably include:
- ✓Risks requiring remediation before closing
- ✓Items that may affect valuation
- ✓Representations and warranties to include in transaction documents
- ✓Conditions to meet before closing
- ✓Risks that may justify renegotiating price or deal structure
The Tunisian legal framework
Due diligence is conducted against Tunisian law applicable to the transaction and sector concerned.
It may cover company law, contract law, employment law, tax, intellectual property, investment law, exchange-control regulation and sector rules.
Tunisia's investment framework rests notably on Law No. 2016-71 of 30 September 2016 on investment and its implementing texts.
Why carry out legal due diligence in Tunisia?
Before an acquisition or investment, in-depth legal analysis reduces uncertainty and secures the transaction.
It gives the investor better visibility on the target and is essential to negotiate price, structure the deal and protect interests in the transaction documentation.
Need legal due diligence in Tunisia?
Our team advises investors, buyers, international groups and companies on the legal analysis of their transactions in Tunisia, from risk identification through to addressing findings in transaction documents.
Planning an acquisition, investment or financing in Tunisia? Contact us to discuss your legal due diligence.
See also our general Due Diligence (Audit) offering
Frequently asked questions
When should legal due diligence be done?+
How does this differ from the Audit page?+
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