Commercial Companies Code
Closing a Tunisian company is not a formality that can wait. Fifteen days to publish the liquidator’s appointment, three months to present the liquidation plan, a one-year mandate, two months to approve the final accounts. And if the company has been dormant, its filings usually have to be brought up to date first.
A company with no activity keeps its obligations: returns still fall due, and an unfiled return still carries penalties. Before the dissolution, the filings are brought up to date. The Tax Rights and Procedures Code rewards doing it before the tax office acts.
Late returns are cheaper before the tax office acts. A late return filed spontaneously carries a late-payment penalty of 1.25% per month or part of a month (article 81). Once the delay is found by a tax audit, the rate rises to 2.25% per month (article 82). Bringing the company up to date before any intervention is the first saving.
No fixed penalty below 60 days, and a cap. When the tax is paid spontaneously, the 3% fixed penalty applies only if the delay exceeds 60 days (article 81). Late-payment and fixed penalties together can never exceed the principal amount of the tax, tax by tax.
The non-filing fine falls away. The fine of 100 to 10,000 dinars for failing to file on time does not apply when the company regularises before the tax authorities intervene (article 89).
From the dissolution decision (Article 29). The company is in liquidation from the moment it is dissolved, whatever the cause. Its legal personality survives until closure: it still exists, still owes and is still accountable. From then on, its name must be followed by the words "company in liquidation" on every document it issues. The dissolution can be relied on against third parties only from its publication in the Official Journal, after entry in the trade register.
Between dissolution and the liquidator's appointment (Article 30). The managers carry on in fact, but may no longer enter into new transactions. Only those required to wind up transactions already under way, and urgent ones, remain allowed. This is a period to keep as short as possible.
Fifteen days to publish the appointment (Article 32). The liquidator may not start the liquidation before the appointment is entered in the trade register and published in the Official Journal, within fifteen days of the appointment. This is the first binding time limit, and it is often missed. On taking office, the liquidator draws up the inventory of assets and liabilities jointly with the managers, who must sign it.
Publication makes everything payable (Article 33). This is the effect owners rarely anticipate. From publication in the Official Journal, the dissolution makes all the company's debts immediately payable, including those not yet due. In return, enforcement of judgments against the company is suspended during the liquidation, and leases of business premises are not terminated by the dissolution.
Three months to present the plan (Article 36). Within three months of appointment, the liquidator calls a general meeting to present a report on the company's financial position and the liquidation plan. If this is not done, any interested party may apply to the summary judge to appoint a representative to call the meeting.
A one-year mandate (Article 40). The liquidator's mandate lasts one year. If the liquidation is not closed by then, the liquidator presents a report giving the reasons and the expected timetable. The mandate is renewed by the general meeting or, failing that, by order of the summary judge.
Final accounts and closure (Articles 43, 37 and 45). Before the mandate expires, the liquidator calls the meeting and provides the liquidation accounts and a report on the operations. The closing meeting records the end of the liquidation, approves the final accounts and grants discharge. If it does not decide within two months of the end of the operations, or refuses to approve the final accounts, the liquidator or any interested party applies to the competent court. Closure can be relied on against third parties only once entered in the trade register and published in the Official Journal.
Selling an asset to the liquidator or a relative. Any transfer of all or part of the company's assets to the liquidator, their spouse, ascendants, descendants, one of their employees, or a legal entity in which they have a direct or indirect interest is null and void (article 34).
Assuming the statutory auditor leaves. Dissolution does not end the statutory auditor's duties, and the general meeting renews the mandate for the whole liquidation period where necessary (article 39). A company in liquidation remains audited.
Selling the business as a whole without authorisation. Transferring all the assets of the dissolved company, or contributing them to another company, requires authorisation by the general meeting (article 35).
Forgetting that liability survives closure. The liquidator is liable to the company and to third parties for faults committed in office; the action is time-barred three years after publication of the closing deed (article 38).
The only time limit set by law is the liquidator’s mandate, one year, renewable. The six-to-twelve-month durations often quoted appear in no legal text. Court-ordered liquidation follows a separate procedure and is not covered here.
See also: foreign subsidiaries in Tunisia · subsidiary compliance check · bookkeeping, payroll and tax compliance · request a proposal.