Statutory audit in Tunisia: when must a company appoint an auditor?

Appointing a statutory auditor (commissaire aux comptes) is one of the first questions a foreign group asks about its Tunisian subsidiary. The statutory audit is a legal engagement whose purpose is to certify that the financial statements are fair and regular. Not every company is subject to it; here are the principles.

What the statutory auditor does

The statutory auditor is a chartered accountant registered with the Tunisian Order of Chartered Accountants (OECT), appointed for a legal control engagement. The auditor verifies that the annual accounts give a true and fair view of the company's assets, financial position and results under the Tunisian accounting system, applying international standards on auditing. The auditor controls the accounts and does not keep them: the same firm cannot be both bookkeeper and statutory auditor of a company.

Public limited companies (SA): always

Every SA must appoint at least one statutory auditor, whatever its size, under the Commercial Companies Code. Reinforced rules apply to groups and to companies making public offerings (joint auditors, term of office, rotation of signing partners).

SARL and SUARL: above legal thresholds

For limited liability companies, the appointment becomes mandatory once the company exceeds regulatory thresholds (balance sheet total, turnover and average headcount). Below them it remains optional, but is often requested by banks, investors and parent companies. Since the thresholds have been revised several times, we check the values in force before any decision; ask us.

Term of office and independence

The statutory auditor is appointed by the general meeting for three financial years, renewable within the limits of the rotation rules. Independence is strict: no bookkeeping, no incompatible advisory services for the audited company.

Why appoint an auditor even when not required

• Group reporting: the group auditor relies on the local audit of the reporting package, under its instructions.
• Banking credibility: certified accounts reassure lenders.
• Fundraising and exit: no serious investor enters the capital without audited accounts; audited accounts speed up due diligence and protect valuation.
• Governance: an independent third party secures shareholders and prevents disputes.

MGI BFC performs statutory and contractual audits for foreign-owned subsidiaries, financial institutions and donor-funded projects, and reports to group auditors in English. See audit firm in Tunisia and donor-funded project audit. Send us your last financial statements through the request for proposal.

Sources: Commercial Companies Code, OECT professional standards, International Standards on Auditing. Thresholds evolve and must be checked case by case. Article written by the MGI BFC teams; it is not personalised advice.

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