Law No. 2016-71 and Decree No. 2018-417
Tunisian investment law takes four words to state the principle, and six guarantees for the foreign investor. Eight areas remain subject to authorisation. For those, the text provides something few people know: once the time limit has passed, the administration's silence is deemed authorisation, and a procedure exists to have it granted.
MGI BFC, a firm of chartered accountants and auditors registered with the Ordre des Experts-Comptables de Tunisie and a member of MGI Worldwide, summarises here the six guarantees that Law No. 2016-71 of 30 September 2016 gives foreign investors in Tunisia, the eight areas that Decree No. 2018-417 still makes subject to authorisation, and the time limit after which the administration's silence is deemed authorisation.
They are set out in Law No. 2016-71 of 30 September 2016, published in the Official Journal of 7 October 2016. We have read it in full, and each guarantee shows its article.
The law says it in four words. Investment operations must comply with the legislation governing economic activities, and a decree sets the list of activities that remain subject to authorisation. Outside that list, the principle is freedom.
Article 4 of Law No. 2016-71
In comparable situations, the foreign investor enjoys national treatment no less favourable than that of the Tunisian investor, for the rights and obligations provided by the law.
Article 7 of Law No. 2016-71
The investor is free to transfer capital abroad in foreign currency, in accordance with the exchange-control legislation in force. Where the transfer requires an authorisation from the Central Bank of Tunisia, the law refers to its article 4: the rule that silence is deemed authorisation applies here too.
Article 9 of Law No. 2016-71
The protection of the investor's assets and intellectual property rights is guaranteed. Assets may be expropriated only in the public interest, under legal procedures, without discrimination based on nationality, and against fair and equitable compensation.
Article 8 of Law No. 2016-71
The investor is free to acquire, rent or use non-agricultural real estate to carry out or continue its direct investment, subject to the land-use planning and urban development code. The reservation concerns the non-agricultural nature of the property.
Article 5 of Law No. 2016-71
Any company may recruit foreign managers up to 30 % of its total number of managers until the end of the third year, then 10 % from the fourth year. In all cases, the company may recruit four foreign managers. Beyond that, an authorisation from the ministry in charge of employment is required.
Article 6 of Law No. 2016-71
Decree No. 2018-417 of 11 May 2018 sets, in its annex 1 and exhaustively, the detailed list of economic activities subject to authorisation. The word matters: activities not listed there are not subject to authorisation. The eight areas concerned are the following.
We deliberately stop at the names of the areas. The detail is in annex 1, amended by Presidential Decree No. 2022-317 of 8 April 2022, whose consolidated version we have not read. We will therefore never say, on the basis of this page, that a given activity is free or subject to authorisation.
| Regime | Time limit | What the text says | Article |
|---|---|---|---|
| General case | 60 days | Where no time limit is set in annexes 1 or 3 of the decree, the time limit for granting the authorisation is sixty days. | Article 6 of Decree No. 2018-417 |
| Another authority involved | 90 days | Where other authorities must be involved, the review may be suspended for no more than ninety days. If the authority consulted does not answer, the authority in charge decides on the basis of the file. | Article 6 of Decree No. 2018-417 |
| Approval of the Higher Investment Council | 180 days | Where the approval of the Higher Investment Council is required, the time limit is one hundred and eighty days from filing. | Article 6 of Decree No. 2018-417 |
| Transfer of foreign currency abroad | 90 days | The Central Bank of Tunisia decides on requests to transfer foreign currency abroad within a maximum of ninety days from filing. Failing that, the appeal procedure applies. | Article 7 of Decree No. 2018-417 |
Silence is deemed authorisation. Article 4 of the law provides for it, and article 9 of the decree sets the procedure, step by step.
Two limits to know. The mechanism does not apply to authorisations granted by the competent bodies, notably the Central Bank, the Financial Market Council and the General Insurance Committee, nor to the activities that annex 4 of the decree excludes. And the time limits are suspended as long as the file is incomplete.
This is the most useful part of the decree, and the least known. Under its article 8, it gives you enforceable rights from the moment the file is filed.
See also: the roadmap of a set-up in Tunisia · are your dividends transferable? · the cost of a subsidiary in Tunisia · our accounting services · payroll outsourcing.
Sources: Law No. 2016-71 of 30 September 2016 on investment, Official Journal No. 82 of 7 October 2016, read in full; Government Decree No. 2018-417 of 11 May 2018, Official Journal No. 38, articles 3 to 11. The decree was amended by Presidential Decree No. 2022-317 of 8 April 2022, whose consolidated version we have not read: the articles cited concern the mechanism, not the annexes. General information page, not a consultation. The texts are in French and Arabic; this English version is our translation.