Business Law
Private Equity & Venture Capital in Tunisia
Private equity and venture capital play an increasingly important role in financing Tunisian businesses—from start-up and growth through restructuring to succession. We advise investors, funds, management companies, entrepreneurs and executives on structuring and legally securing private equity transactions in Tunisia.
Private Equity & Venture Capital in TunisiaPrivate equity in Tunisia: key figures
The Tunisian private equity market confirms its role in corporate financing. According to the Tunisia Investment Authority (TIA), declared investment in Tunisia reached TND 8.356bn in 2025 (+39.3% vs 2024); international investment reached nearly TND 3.572bn (+30.3% year-on-year).
TND 740m
amount invested in 2025
TND 5.273bn
invested between 2011 and 2025
TND 5.6bn
capital raised outstanding at end-2025
2,725
companies financed (2011-2025)
Private equity in Tunisia: trends to watch in 2026
An investment environment in transition
2026 continues this momentum, with stronger focus on private investment financing, SMEs, regional development and new financing tools.
The 2026 Finance Act is a key text when assessing investment transactions and their tax and financial environment.
International investors remain active
The rise in international investment recorded in 2025 is a significant indicator for foreign investors considering a stake in a Tunisian company.
Cross-border private equity, stake acquisitions and strategic investments therefore require upfront analysis of foreign investment rules, exchange controls, governance and tax.
Legal expertise for your investments
We support clients at each stage of a private equity transaction.
- ✓Legal structuring of the investment
- ✓Equity stakes and capital increases
- ✓Transactions through SICAR and FCPR vehicles
- ✓Shareholders' agreements and investment contracts
- ✓Governance and investor rights
- ✓Financing and refinancing
- ✓Capital restructuring
- ✓Management incentive packages
- ✓Exits and disposal of stakes
Legal structuring of private equity deals
Investment structuring should align investors and founders while anticipating governance, financing and exit arrangements.
- ✓Term sheets and letters of intent
- ✓Investment agreements
- ✓Shareholders' agreements
- ✓Subscription agreements
- ✓Pre-emption rights
- ✓Anti-dilution provisions
- ✓Veto rights and reserved matters
- ✓Liquidity mechanisms
- ✓Exit and transfer clauses
Legal due diligence and securing the investment
Before any investment, legal due diligence identifies risks that may affect valuation or completion.
The aim is to translate identified risks into conditions, warranties and contractual protections suited to the investment.
- ✓Capital structure and ownership
- ✓Corporate governance
- ✓Material contracts
- ✓Assets and intellectual property
- ✓Employment relationships
- ✓Litigation
- ✓Regulatory authorisations
- ✓Financial commitments and guarantees
- ✓Risks linked to prior capital transactions
SICAR and FCPR in Tunisia
Tunisia's private equity framework relies notably on specialised vehicles such as Sociétés d'Investissement à Capital Risque (SICAR) and Fonds Communs de Placement à Risque (FCPR).
Their operation must be assessed against rules on investment companies, venture capital, the capital markets and applicable tax regimes. The Ministry of Finance publishes the regulatory framework for investment companies and the financial market.
Governance and post-investment support
Bringing an investor on board often shifts the balance among shareholders.
- ✓Composition of governance bodies
- ✓Voting rights
- ✓Reserved decisions
- ✓Information rights
- ✓Control mechanisms
- ✓Future capital transactions
- ✓Shareholder conflicts
Management packages and executive incentives
Private equity transactions may include mechanisms to align management interests with those of investors.
We structure management packages, incentive schemes, equity-linked instruments and performance arrangements, taking into account company law and applicable tax treatment.
Investor exits and business transfers
Exit strategy should be considered from the moment of investment.
- ✓Disposals of stakes
- ✓Joint exit transactions
- ✓Liquidity mechanisms
- ✓Share buy-backs
- ✓Business transfers
- ✓Capital restructurings
- ✓M&A transactions
Private equity and M&A: growing convergence
A fund or investor exit may take the form of a trade sale, secondary transaction or strategic acquisition.
Private equity must therefore be analysed together with M&A law, company law, financing and tax.
Globally, private equity exit activity also increased in 2025: S&P Global recorded 3,149 exits, up 5.4%, although total exit value declined—underscoring the need to prepare exit mechanics legally in 2026.
Why anticipate legal issues from the outset?
A private equity deal is not limited to bringing in capital. Success also depends on due diligence quality, investment documentation, the shareholders' agreement, governance, investor protections, tax and financial structuring and exit strategy.
Our approach integrates these parameters from negotiation onwards to secure the investment and preserve growth and exit options.
Planning a private equity investment in Tunisia?
Whether you are a fund, institutional investor, foreign investor, entrepreneur, shareholder or executive, we assist with structuring, negotiation and legal securing of your private equity transaction in Tunisia.
Contact our firm to discuss your investment, fundraising or stake-building project in Tunisia.
Frequently asked questions
Which private equity vehicles exist in Tunisia?+
Do you prepare investor exits?+
Discuss a Private Equity project
Fundraising, investment or exit? Contact us.