Corporate governance in Tunisia: directors' responsibilities, shareholder decisions and legal risks

Corporate governance in Tunisia: directors' responsibilities, shareholder decisions and legal risks Corporate governance is not limited to the allocation of powers between directors and shareholders. It determines how a company takes its decisions, controls its risks and protects its long-term interests. In Tunisia, the Commercial Companies Code notably frames the powers of managers, the functioning of general meetings, the responsibilities of directors and transactions subject to specific procedures. For large companies, international groups and companies involved in investment transactions, these rules constitute a major legal and financial issue. An inadequately documented decision, a poorly managed conflict of interest or an irregularly convened meeting can weaken a transaction, create a conflict between shareholders or engage the liability of directors. 1. Corporate governance in Tunisia: key figures for 2026 Data published in 2026 by the Tunis Stock Exchange make it possible to observe the evolution of listed-company governance through the composition of their boards of directors in 2025. Key indicators to note: - 75 listed companies were covered in the 2025 governance report. - 714 directors sat on their boards of directors, compared with 694 in 2024. - 121 independent directors were recorded in 2025, compared with 115 in 2024. - 57 representatives of minority shareholders sat on the boards, compared with 51 in 2024. - 19.5% of directors were women in 2025, compared with 17.7% in 2024. - 98.7% of listed companies retained a governance structure based on a board of directors. These figures come from the report Governance of Listed Companies on the Tunis Stock Exchange – Year 2025, published in April 2026. They concern listed companies and should not be extrapolated to all Tunisian businesses. They nevertheless illustrate several concrete issues: independence of oversight bodies, representation of minority shareholders, board diversity and formalisation of decision-making processes. Source: Tunis Stock Exchange, report on the governance of listed companies in 2025. 2. What is the legal framework for corporate governance in Tunisia? The applicable legal framework depends notably on the legal form, the company's activity, any stock-exchange listing and its regulated sector. The Commercial Companies Code The Commercial Companies Code is the reference text for many governance questions: powers of directors, collective decisions, accounting control, liabilities and capital transactions. The rules differ depending on whether the company is a limited liability company (SARL), a public limited company (SA) or another legal form. A procedure that is valid for one form of company must therefore not be automatically applied to another. Articles of association and shareholders' agreements The articles of association notably determine how the company operates, the powers of the corporate bodies and the conditions for decision-making, within the limits provided by law. A shareholders' agreement may supplement this framework by organising, among the parties concerned, voting rights, share transfers, certain reserved decisions, exit mechanisms and the resolution of deadlocks. For investors and international groups, consistency between the articles, the agreements and the mandatory rules of Tunisian law is essential. Sectoral rules Listed companies and financial institutions may be subject to additional obligations. By way of example, the Tunis Stock Exchange report recalls the requirements relating to independent directors and representatives of minority shareholders provided for by the texts applicable to listed companies and the financial institutions concerned. Point of vigilance: an internal governance policy or a code of good practice does not replace compliance with the legal and regulatory obligations applicable to the company. 3. Directors' liability: what are the legal risks? A director's liability depends on their status, their powers, the facts alleged and the applicable legal regime. It may notably be civil or criminal, depending on the circumstances. Civil liability of the manager or director For an SARL, article 117 of the Commercial Companies Code provides for the individual or joint and several liability of managers, as the case may be, towards the company or third parties, notably in the event of breach of the law, the articles or mismanagement. For directors of a public limited company, article 207 likewise provides for liability towards the company or third parties for certain acts contrary to the Code or certain management faults, subject to the applicable legal conditions. In practice, situations to examine may include: - a decision taken in breach of the articles or legal rules; - a transaction contrary to the company's interest; - use of company resources for a personal interest; - an irregular distribution of dividends; - insufficient supervision or control in the exercise of the functions concerned. The mere existence of a financial loss is not, on its own, enough to establish a director's personal liability. The circumstances, the applicable obligations, the alleged fault and the damage must be examined. Criminal liability Certain offences linked to the functioning of companies may give rise to criminal sanctions. The risk depends on the nature of the facts and the applicable provisions. Particular attention must be paid to corporate documents, financial statements, distributions, agreements entered into with related parties and compliance with legal obligations of notice and information. Liability within groups of companies In a group, the allocation of functions between the parent company, its subsidiaries, local directors and oversight bodies must be clearly documented. An instruction given at group level does not automatically relieve the director of a subsidiary from complying with the obligations incumbent on them under the law applicable to that subsidiary. Governance must therefore make it possible to reconcile the group's strategic orientations with the responsibilities specific to each entity. 4. Shareholder decisions: how to secure general meetings? Collective decisions are a central point of corporate governance. They may concern approval of the accounts, appointment or removal of directors, amendments to the articles, capital transactions or certain exceptional operations. Complying with notice and majority rules Before any decision, it is advisable to verify: - the body competent to take the decision; - the notice rules and applicable time limits; - quorum and majority conditions; - the information rights of partners or shareholders; - specific rules in the event of a conflict of interest; - minutes, filing or publicity formalities that may be required. Requirements vary according to the legal form and the nature of the resolution. In an SARL, for example, article 131 of the Code provides specific rules for amending the articles, with majority conditions and, depending on the articles, quorum rules. Documenting strategic decisions For a sizeable company, documentation must not be treated as a mere administrative formality. A solid decision file may include: - the notice of meeting and the agenda; - the documents circulated to participants; - the relevant legal and financial analyses; - declarations of conflicts of interest, where applicable; - the minutes and voting evidence; - formalities subsequent to the decision. This documentation helps demonstrate that procedures were followed and facilitates later checks, notably during an audit, a financing or an acquisition. 5. Conflicts of interest and regulated agreements: a risk to anticipate Conflicts of interest may arise when a director, board member or shareholder is involved in a transaction presenting a personal interest or a link with another entity. They may notably concern contracts entered into with a related company, intra-group transactions, services provided by a director or decisions involving several parties with different interests. Depending on the legal form and the applicable provisions, certain agreements may require prior authorisation, approval or specific oversight. Preventive measures may include: 1. identifying the related parties and the interests concerned; 2. verifying the legal procedure applicable to the transaction; 3. declaring the conflict to the competent bodies; 4. complying with voting participation rules where they apply; 5. retaining the supporting documents and the decision taken. For international groups, these measures must also be coordinated with internal compliance policies, without confusing group requirements with mandatory Tunisian rules. 6. Governance and strategic transactions: investors' requirements Governance takes on particular importance during an acquisition, a fundraising, a restructuring or the entry of a new investor into the capital. In these transactions, investors and their advisers generally examine the regularity of corporate decisions, the shareholding structure, the powers of directors, ongoing disputes and commitments liable to affect the company's value. On an acquisition or a disposal A legal due diligence may notably cover: - the regularity of incorporation and amendments to the articles; - ownership and allocation of shares; - minutes of meetings and boards; - related-party agreements; - delegations of powers; - disputes and liability risks; - authorisations required for the transaction. A governance irregularity does not automatically lead to the cancellation of a transaction. It may, however, trigger additional checks, negotiation of warranties, conditions precedent to closing or corrective measures. On an equity investment Investors may seek contractual mechanisms framing certain strategic decisions, the composition of corporate bodies, information rights, capital increases or exit arrangements. These mechanisms must be designed taking into account Tunisian law, the articles, existing agreements and the actual allocation of powers. On bank financing Financial institutions may examine the capacity of signatories to bind the company, the regularity of internal authorisations, the security interests offered and restrictions liable to affect the transaction. Incomplete corporate documentation or a missing authorisation may delay the financing or require regularisation before drawdown. 7. Governance of large companies: a compliance checklist For general management, legal departments and boards of directors, a periodic review may be organised around the following points. - Articles and powers: allocation of competences, delegations and authorised signatures. - General meetings: notices, information, quorum, majority and minutes. - Board of directors: composition, terms of office, meetings and follow-up of decisions. - Conflicts of interest: identification of related parties and applicable procedures. - Accounting and control: financial statements, statutory auditors and reporting obligations. - Shareholding: share register, transfers, agreements and minority rights. - Exceptional transactions: authorisations, prior analyses and completion formalities. - Disputes and compliance: litigation, regulatory risks and corrective actions. This checklist must be adapted to the company's legal form, its sector of activity and any particular regulatory obligations. 8. When to carry out a legal governance audit? A governance audit may be relevant at regular intervals, but also before an event liable to change the company's risks or organisation. Situations that frequently justify a review include: - the entry of an investor or a private equity fund; - a merger, an acquisition or a group reorganisation; - a change of management or of board composition; - a conflict between partners or shareholders; - a major financing or a capital transaction; - an international expansion or a regulatory change; - a disposal or preparation for a transfer. The objective is to identify any irregularities, prioritise risks and propose suitable corrective measures before a difficulty turns into a dispute or compromises a strategic transaction. 9. How ANILF supports companies on governance Corporate governance requires an approach that combines company law, risk analysis and an understanding of the company's economic objectives. ANILF assists Tunisian and international companies in the legal structuring of their decisions and the prevention of risks linked to their functioning. Support may notably cover: - analysis of the articles and governance rules; - preparation and securing of decisions of shareholders and corporate bodies; - review of directors' powers and delegations; - prevention of conflicts of interest and conflicts between shareholders; - legal audit prior to an acquisition or an investment; - support during a restructuring or a capital transaction; - coordination with foreign counsel in cross-border transactions. For international groups, investors and legal departments, a prior analysis makes it possible to better assess the obligations applicable in Tunisia, the risks identified and the measures to consider. Do you wish to secure the governance of your company in Tunisia? ANILF can assist you in analysing your legal organisation, verifying your decision-making procedures and preparing your strategic transactions. Contact the firm to discuss your needs in company law and corporate governance.