Free tool for foreign shareholders

Can your Tunisian subsidiary actually transfer its dividends?

Ten questions, three minutes. The right to transfer dividends abroad depends on how the foreign investment was documented when the money came in, not on the day you want to take it out. The check gives a green, amber or red verdict, the actions to take in order, and the list of documents your bank will ask for.

The four key points

Was the capital paid up by a foreign-currency transfer from abroad into an account with a Tunisian bank? Do you hold the investment form validated by your account-holding bank, or the bank investment certificate that replaces it, for the initial contribution and for each capital increase? Are the shares held directly by the foreign shareholder, with no nominee arrangement through a Tunisian resident? Can your company obtain the tax clearance certificate of article 112 of the Code of tax rights and procedures? A negative answer to any of these goes to the very right to transfer and must be examined before any distribution.

The six other checks

Capital increases and incorporated profits documented as foreign investment; shareholder loans covered by a written agreement and received in foreign currency through the bank; last year's accounts approved and the distribution decided in proper minutes; withholding tax on dividends paid, 10% under domestic law for a non-resident, with a residence certificate if a reduced treaty rate is applied; minutes registered with the tax collection office and tax return stamped by the administration; list of documents agreed in writing with the authorised intermediary bank before the transfer request.

The transfer file: documents to gather

  • Investment form validated by the account-holding bank, or bank investment certificate where it replaces it
  • Tax clearance certificate under article 112 of the Code of tax rights and procedures, in the name of the beneficiary of the funds
  • Evidence of non-resident status at the date of transfer
  • Minutes allocating the result, signed and registered with the tax collection office
  • Up-to-date list of shareholders, stamped by the management
  • Statement of the dividends allocated to non-residents
  • Financial statements for the year
  • Tax return for the year, stamped by the tax administration

List from annex 2 of Central Bank of Tunisia circular no. 2018-14. Transfers are executed by a single authorised intermediary bank, with which the company files its permanent record.

See also: repatriating dividends, the full guide · subsidiary compliance check · tax advisory · request a proposal.