How to register a business in Tunisia

For many small businesses, the choice will come down to a SARL, a limited liability company with more than one partner, or a SUARL, which has a single owner. From there, the entrepreneur needs to sort out the company name, tax registration, founding documents and registration with Tunisia's National Business Register (RNE). Here's what the process looks like.

Start with the company structure

A business with several partners can use a SARL. Someone starting a company alone can use a SUARL. There are other structures in Tunisia, but these two are particularly relevant to smaller businesses. The choice isn't just a formality. It determines how the company is set up and which documents have to be submitted.

Check the company name

Before spending time preparing the company's paperwork, check whether the proposed name is available. Tunisia's National Business Register provides an online service for reserving a company name, commercial name or trade name.  This can be done remotely, so there is no reason to build the rest of the company's documents around a name before checking it.

Get the paperwork together

The paperwork depends on the company structure. For a SARL or SUARL, the RNE requires the company's tax identification card, registered articles of association and information about its managers. The business also has to provide information about its beneficial owner. The RNE checklist includes:

• Tax identification card

• Articles of association

• Identification documents for managers

• Manager appointment documents, where applicable

• Beneficial-owner declaration

• Statutory auditor documents, where applicable

There can be additional requirements depending on the company and how it is being established.

Deal with the tax registration

The company also needs to be registered with the tax authorities. This results in the tax identification card, which is among the documents required for RNE registration. Entrepreneurs can also use the Agency for the Promotion of Industry and Innovation (APII) one-stop shop for company formation procedures. For someone setting up a company for the first time, this is one of the more useful places to start because it brings several incorporation formalities together.

Register the company

Once the documents are ready, the company is registered with the RNE. The register provides online services, including remote account creation. The government portal also lists online payment services for certain RNE procedures. For a SARL or SUARL, the published RNE registration fee is TND50. There is also a deadline. The RNE says registration must be completed within 30 days of signing the company's articles of association.  So the registration shouldn't be left until the business is already operating.

TND50 isn't the cost of starting the business

The TND50 figure is the RNE registration fee. It doesn't cover everything involved in opening a company. An entrepreneur may still have expenses for preparing and registering documents, professional services, licences, permits and other requirements linked to the business. A company operating in a regulated sector could also face additional approvals. The actual startup cost therefore depends heavily on what the company plans to do.

What about foreign entrepreneurs?

Foreigners can establish businesses in Tunisia, but the rules aren't identical for every industry. Depending on the investment and the sector, a foreign investor may have to deal with investment declarations or authorisations in addition to the normal company-registration process. There can also be separate requirements for foreigners who intend to live and work in Tunisia.

The Tunisian Investment Authority provides information and services for investors, including company formation and investment-related procedures. For a foreign entrepreneur, checking the rules for the particular industry before registering is important. A technology company, manufacturer and financial-services business won't necessarily face the same requirements.

How much can be done online?

Quite a bit of the administration has moved online.

The government portal lists online services for:

• Reserving a company or commercial name

• Creating an RNE account

• RNE registration services

• Paying certain RNE fees

• Obtaining business-register documents

But online access doesn't mean every part of incorporation happens digitally. The documents required and the steps involved still depend on the type of company and its activity.

Have these details ready

Before starting, an entrepreneur should know: What is the business called? The proposed company name needs to be checked. What will it do? The business activity matters because some sectors require additional approvals. Who owns it? Shareholders, partners and the beneficial owner need to be identified. Who will run it? The RNE requires information about the company's managers. Where will it operate? The company's address forms part of the registration information.

What structure will it use?
A SARL and SUARL have different ownership arrangements. Getting these details sorted first makes the registration paperwork much less of a back-and-forth exercise.

The short version

For a small business, registering in Tunisia generally means choosing between the appropriate company structures, checking the name, preparing the founding documents, obtaining tax identification and registering with the RNE.

The RNE currently lists a TND50 registration fee for SARLs and SUARLs, with registration required within 30 days after the company's articles are signed.  The part that can catch new business owners out is assuming that registering the company is the end of the process. If the business operates in a sector requiring a licence or approval, there may be more paperwork before it can start trading. For foreign investors, that distinction matters even more. The company can be registered, but the rules around the actual business activity, investment and working in Tunisia still need to be checked.