Company law and the legal life of the business
Incorporation, capital increases and reductions, conversions, mergers, transfers of shares or units, shareholders' agreements: we secure every transaction from a legal and tax standpoint, in line with the Commercial Companies Code.
We handle day-to-day corporate secretarial work (general meetings, minutes, filings with the National Business Register) so that your company stays compliant throughout the year.
Exchange-control regulations and labour law
International transactions, foreign investments and cross-border financial flows are governed by Tunisian exchange-control regulations. We guide you on the applicable authorisations, declarations and best practices.
In labour law, we advise on employment contracts, termination of the employment relationship, internal regulations and the application of sectoral collective agreements, in order to limit social-law risk.
Your company's annual legal calendar
Every financial year brings a sequence of obligations that weaken the company when missed: approval of the accounts by the ordinary general meeting within six months of the year end, drafting and signature of the minutes, allocation of profit, and filing with the national business register.
We keep that calendar for you, prepare the notices, the management or board reports and the minutes, and handle the filings. A company whose corporate housekeeping is up to date can be sold, financed and audited without unpleasant surprises.
Contracts and securing commercial relationships
We draft and review your commercial contracts, service agreements, leases, non-disclosure agreements, share transfers and shareholders' agreements under the Tunisian Code of Obligations and Contracts and the Commercial Companies Code.
We read them on two levels: legal and tax. A poorly drafted price clause, earn-out or cost allocation is paid for later in withholding tax, registration duty or a tax reassessment. We flag the exposure before signature, not after.
Tax audits and dealings with the authorities
A request for information, a notice of audit or a reassessment notice open short deadlines that cannot be extended. Answering late, or answering badly, closes avenues of appeal that were still open weeks earlier.
We analyse each head of reassessment to separate what is defensible from what is not, draft the response within the deadlines set by the Tax Rights and Procedures Code, and represent you through the settlement phase. Where a negotiated settlement is the best outcome we negotiate it; where it is not, we prepare the litigation.
Frequently asked questions
Do you support foreign investors in Tunisia?
Yes. We advise foreign investors on the choice of structure, exchange-control regulations, investment-incentive schemes and the repatriation of dividends.
When must the ordinary general meeting be held?
The ordinary general meeting called to approve the accounts must be held within six months of the financial year end. The minutes and corporate documents are then filed with the national business register.
Can a foreign investor own 100% of a Tunisian company?
In most sectors, yes. Certain activities remain subject to prior authorisation or to local participation. We check the regime applicable to your activity before starting the formalities.
How are dividend transfers abroad regulated?
Transfers fall under foreign exchange regulations and require that the initial investment was properly declared and that tax obligations are up to date. We assemble the transfer file and liaise with the authorised intermediary bank.