Doing business in Tunisia, explained for foreign investors.

• How to set up a company in Tunisia: SARL, SUARL or SA?
  The legal forms available to a foreign investor in Tunisia, the formation steps, the documents to prepare and the points that decide the future repatriation of dividends.
• Statutory audit in Tunisia: when must a company appoint an auditor?
  Public limited companies always, limited liability companies above legal thresholds: the rules of the statutory audit (commissariat aux comptes) in Tunisia, the auditor's role and why groups appoint one even when not required.
• How much does an employee really cost in Tunisia? CNSS and payroll charges explained
  From gross salary to net pay and to total employer cost: CNSS contributions (17.07% employer, 9.68% employee), vocational training tax, FOPROLOS, work-accident insurance, income tax withholding and the employer's filing obligations.
• E-invoicing in Tunisia in 2026: who is concerned and how to comply
  Since 1 January 2026, electronic invoicing through the national TTN platform is mandatory for service activities subject to VAT. Scope, mandatory mentions, VAT deduction, penalties and a five-step compliance plan.
• Transfer pricing in Tunisia: obligations, thresholds and documentation
  Arm's length principle, annual transfer pricing return from TND 20 million of turnover, master file and local file from TND 200 million, country-by-country reporting, penalties: what a foreign group must organise for its Tunisian subsidiary.
• Withholding tax in Tunisia: main rates and obligations for companies
  Who must withhold tax at source in Tunisia, at what rates (purchases, fees, rents, dividends, non-resident services) and with what deadlines; the TND 1,000 rule, certificates, credits and penalties.
• Purchase price adjustments: net debt, normalised working capital and locked box
  Between the enterprise value announced and the equity value received, four mechanisms are negotiated: net debt and debt-like items, normalised working capital, maintenance capital expenditure and EBITDA adjustments, then the choice between a locked box and completion accounts.
• Adjusted EBITDA: the normalisation that sets the price, line by line
  The multiple never applies to reported EBITDA. Nine adjustments on a worked example, the value gap they create, the evidence a buyer will require, and the four adjustments it will refuse.
• Normalised working capital: the twelve-month calculation and the clause to draft
  Delivered working capital is compared with a normalised level. The month-by-month calculation on a worked example, the symmetry rule that prevents most disputes, and a sample clause to carry into the sale agreement.
• Employer of record in Tunisia: what the 2025 labour law changed
  Since Law 2025-9 of 21 May 2025, leasing labour to a beneficiary company is prohibited in Tunisia. What this means for an employer-of-record arrangement, what remains permitted, and the compliant routes to employing staff in Tunisia.
• Repatriating dividends from Tunisia: the exchange-control guide for foreign investors
  Dividends and sale proceeds of a Tunisian subsidiary are freely transferable abroad when the foreign investment was properly documented. What to do from day one, what the bank will ask, the withholding tax, and the mistakes that block transfers.

Articles in French (full blog)