Acquiring a company in Tunisia: essential legal checks before signing

Acquiring a company in Tunisia requires a thorough analysis of its legal, financial, employment and regulatory position. Beyond the negotiated price, the investor must identify the risks that could affect the value of the deal, the continuity of the business or the conditions under which it can be completed. For a foreign group, an investment fund or a Tunisian company seeking to grow through external expansion, legal due diligence is a decisive step before final signature. 1. The investment context in Tunisia in 2026 Tunisia continues to attract investment in several sectors, notably industry, services and renewable energy. This momentum increases the interest in examining opportunities for external growth, equity stakes and business combinations. According to the Tunisia Investment Authority (TIA), investments declared in Tunisia reached 8,356.4 million dinars in 2025, an increase of 39.3% compared with 2024. These projects represent 101,681 jobs to be created. The figures published in February 2026 relate to overall declared investment, and not exclusively to company acquisitions. Source: TIA, 2025 annual review. In June 2026, the Tunisian authorities also indicated that the country hosted 4,296 foreign companies, representing a total investment volume of 53 billion dinars. Source: Presidency of the Government. In this context, acquiring an existing company can provide faster access to a market, infrastructure, skilled teams or an established customer base. It nevertheless requires verification that the elements valued by the buyer match the target's legal and operational reality. 2. Verifying the legal status of the target company The first step is to examine the company's legal existence, its structure and the rights attached to the securities that are the subject of the transaction. The audit should in particular cover: - Existence and registration: legal form, articles of association, registration with the National Business Register and corporate documents. - Capital structure: identity of partners or shareholders, number of securities held and corresponding rights. - Powers of representation: identity of directors, scope of their powers and authorisations required to complete the transaction. - Corporate decisions: minutes of general meetings, decisions of management bodies and compliance with the articles of association. - Transfer restrictions: approval clauses, pre-emption rights, shareholders' agreements and any other limitations. The nature of the transaction is essential. An acquisition of partnership interests, an acquisition of shares and a purchase of assets do not necessarily follow the same formalities. For a limited liability company (SARL), for example, article 109 of the Commercial Companies Code governs the transfer of interests to third parties outside the company, notably as regards the partners' consent. Article 110 also requires a written instrument bearing legalised signatures. The articles of association and the company's specific situation must therefore be examined before fixing the signing timetable. 3. Conducting a complete legal due diligence Due diligence aims to identify existing risks, obligations that may become due after the acquisition and elements that could alter the price or the terms of the transaction. A. Commercial contracts The main contracts concluded with customers, suppliers, distributors, partners and subcontractors should be reviewed. The analysis must identify clauses that could affect the continuity of the business after a change of control, including: - termination or renegotiation clauses; - change-of-control clauses; - exclusivity commitments; - contractual penalties and guarantees granted; - contracts concluded with related parties. A contract representing a significant share of turnover can constitute a major risk if the change of ownership allows the counterparty to terminate it. B. Disputes and liability risks The audit must list ongoing judicial and arbitration proceedings, pre-litigation claims, formal notices and identified litigation risks. It is also necessary to verify guarantees granted to third parties, off-balance-sheet commitments and any liabilities arising from facts prior to the acquisition. The absence of a declared proceeding is not, by itself, sufficient to demonstrate the absence of risk. The seller's representations must be cross-checked against available documents and information obtained from the relevant contacts. C. Assets, authorisations and intellectual property The buyer must ensure that the company actually holds the assets needed for its activity and has the rights allowing it to exploit them. Checks may notably cover: - title deeds or leases for premises; - equipment and strategic assets; - trademarks, patents, software and other intellectual property rights; - licences, authorisations and applicable specifications; - environmental and regulatory obligations. Certain activities are subject to specific market-access conditions. The official Tunisian Market Access portal in particular allows searches for authorisations and conditions of exercise applicable to different economic activities. Acquiring a company's securities does not automatically guarantee that all of its authorisations will remain valid without further formalities. This point must be verified in light of the sector and the applicable legal regime. D. Employees and employment obligations Employment commitments can have a direct impact on the valuation and future costs of the business. The audit must cover employment contracts, applicable collective agreements, variable remuneration, benefits granted, disciplinary procedures and employment litigation. Social declarations and payments, any arrears and the risk of recharacterisation of certain employment or service relationships must also be examined. Particular attention should be paid to recent changes in Tunisian labour law and to their effective application within the target company. E. Taxation and financial commitments Legal due diligence must be coordinated with the financial, accounting and tax audits. Checks notably cover ongoing or potential tax audits, assessments, guarantees granted, security interests, loans and off-balance-sheet commitments. For a foreign buyer, it is also necessary to examine the rules applicable to investment, to the financing of the transaction and, depending on the structure chosen, to capital movements and international transfers. 4. Identifying authorisations and formalities required for the acquisition A transaction may require additional steps depending on the structure of the deal, the size of the companies concerned and the sector of activity. It is notably necessary to verify: - authorisations or notifications prior or subsequent to the transaction; - rules applicable to foreign investors; - specific sectoral requirements; - any obligations relating to merger control; - registration, publicity and updating formalities for corporate information. In competition matters, Tunisian Law No. 2015-36 of 15 September 2015 on the reorganisation of competition and prices governs economic concentration transactions. The analysis must take into account the applicable legal criteria and the real structure of the deal, rather than assuming that every acquisition is automatically subject to the same procedure. These points must be checked early enough: a missing authorisation or an omitted formality can delay completion of the transaction or even affect its legal certainty. 5. Electronic signature in Tunisia: can an acquisition be signed remotely? Electronic signature is an important topic for transactions involving foreign investors, directors located in several countries and legal teams working remotely. In Tunisia, the legal framework for electronic exchanges is based in particular on Law No. 2000-83 of 9 August 2000 relating to electronic exchanges and commerce. The Tunisian system provides a framework for electronic exchanges and electronic signature mechanisms, with a specific role for the National Electronic Certification Agency. Electronic signature can be useful in acquisition transactions, notably for: - signing preparatory documents and certain commercial agreements; - circulating and validating documents between the parties; - remotely signing documents where their nature and the applicable formalities allow it; - traceability of exchanges and organisation of the signing process. Does electronic signature always replace a legalised signature? No. A distinction must be drawn between the validity of an electronic signature and compliance with the legal formalities specific to a given instrument. In an acquisition, the answer depends in particular on the nature of the document, the legal form of the company, the type of securities transferred and the formalities required to make the transfer valid and enforceable against third parties. Thus, for a transfer of partnership interests falling under article 110 of the Commercial Companies Code, the requirement of a written instrument bearing legalised signatures must be taken into account. It should therefore not be assumed that an electronic signature affixed on a foreign platform is sufficient to replace this formality. Before using an electronic signature solution for a transfer instrument, it is prudent to verify: 1. The type of signature used: its security level, the associated certificate and the identity of the provider. 2. The legal recognition of the system: its compatibility with the Tunisian framework and, where necessary, cross-border recognition issues. 3. The formalities specific to the instrument: legalisation, registration, filing or publicity that may be required. 4. Evidence and retention: integrity of the document, timestamping, traceability and retention of the elements allowing the signature to be demonstrated. For cross-border transactions, the most effective approach is to organise the signing process upstream with the legal counsel involved, distinguishing documents that may be signed electronically from those that require a specific formality. Electronic signature can facilitate an international transaction, but it does not dispense with verifying the Tunisian legal requirements applicable to each document. 6. Negotiating warranties before signing Due diligence has practical value only if its conclusions are integrated into the negotiation and documentation of the deal. When risks are identified, several mechanisms may be considered depending on the circumstances: - Conditions precedent: making completion of the transaction subject to obtaining an authorisation or completing a formality. - Asset and liability warranties: arranging for certain liabilities or risks relating to the period prior to the transfer to be assumed, according to the negotiated terms. - Price holdback or escrow: providing that part of the price be held temporarily to secure certain commitments, if the structure allows. - Price adjustment: taking into account net debt, working capital requirements or other agreed parameters. - Pre-completion covenants: obtaining the regularisation of certain documents, contracts or situations before the transfer. The acquisition agreement must specify the seller's representations, the scope of the warranties, their caps, their durations, claim procedures and any exclusions. The choice of these protections depends on the nature of the risk, the parties' bargaining power and the structure of the transaction. 7. What legal checklist before signing? Before signing an acquisition agreement, the investor should have a documented view of the main risks. - Verify the company's legal existence and ownership of the securities. - Review the articles of association, shareholders' agreements and transfer restrictions. - Carry out the legal, tax, employment and financial audits. - Identify disputes, potential liabilities and off-balance-sheet commitments. - Verify strategic contracts, assets and authorisations. - Determine the authorisations and formalities required for the transaction. - Confirm the compliance of the signing process, including electronic signature. - Negotiate warranties, conditions precedent and price adjustment mechanisms. - Prepare completion formalities and post-transfer updates. The checklist must be adapted to the sector, the legal form of the target and whether the transaction concerns securities or assets. 8. How ANILF supports company acquisitions in Tunisia A successful acquisition rests on a precise understanding of the legal risks and on addressing them before completion of the transaction. ANILF assists companies, investors and international groups in the legal analysis of acquisitions in Tunisia, notably through: - conducting or coordinating legal due diligence; - analysing ownership structures and transfer arrangements; - identifying contractual, employment and regulatory risks; - reviewing and negotiating acquisition agreements; - preparing warranties and completion conditions; - supporting foreign investors with Tunisian formalities; - coordinating with financial, tax and legal advisers involved in cross-border transactions. Are you considering acquiring a company in Tunisia or taking a stake in a Tunisian company? An upstream legal analysis makes it possible to identify points of attention, structure contractual protections and prepare signing under conditions suited to the transaction. Contact ANILF to discuss the legal issues of your acquisition project.