Registration Requirements:

(Note: If you find these requirements have changed please contact us so that we can update this information.)

Step 1: Finding a place to locate the company to

Approximate time to complete: 2 weeks

Cost to complete: Depends on location, timing, and ability to find a good deal.

Comment: We recommend that rental contracts include an agreement saying that the rent cost will increase 5% every second year. This condition tends to be good for landlords and renters alike, giving potential for good long-term relationships.

Because it’s a hassle to change legal addresses in the future we recommend waiting until you find a place you like rather than ‘just settling’ for a place.

For those who are working with a tight budget you might want to investigate a “domiciliation” contract. These provide a legal address for you to use for all your company’s paperwork but don’t give actual office workspace. Though this might be a good short-term solution the Ministry of Employment often encourages those who apply for work visas to have an actual office and even an employee.

Like many legal documents contracts with landlords will need to be signed in the “beledia.”

Step 2: Drafting articles of association

Approximate time to complete: 2 days

Cost to complete: Anywhere from free to 2000 TND

Comment: Free templates can be found on API’s website.

Take about 12 copies to the beledia to be registered for all of your other steps in registering the company.

Step 3: Declaring project online

Approximate time to complete: 1 day

Cost to complete: free

Comment: It is critical to make sure that your company’s activities are congruent with the project you are declaring.

Step 4: Making initial bank deposit in name of company

Approximate time to complete: 1 day to set up account, 5-10 days for deposit to arrive

Cost to complete: standard international banking transfer fees, perhaps $25 to $50 USD

Comment: It’s imperative that you find a bank that is familiar with this process. They will set up a temporary account for your first deposit which will then be transferred into your permanent account upon arrival.

Step 5: Registering the Articles of Association with the tax administration in Guichet Unique (API) desk and obtaining a certificate attesting that a declaration has been filed

Approximate time to complete: 1 day

Cost to complete: 15 TND per page

Comment: Six original copies of the articles of association are deposited with the tax administration, two original copies are kept by the tax administration, and eight registered copies are delivered to the company for various formalities. Of these, three of the registered copies are required for formalities: two registered copies of the articles should be deposited with the court officer (greffe du tribunal), and one registered copy should be filed with the Tax Control Desk. If the company is eligible for the incentives of the Investment Incentives Code and is an export company (less than 30% of turnover is generated in the local market), the registration is filed with fiscal revenue service at the one-stop shop (Guichet Unique, API) desk, free of charge.

Step 6: Filing declaration of existence with the Tax Control Desk (Contrôle des Impôts) and obtaining carte d’identification fiscale

Approximate time to complete: 1 day

Cost to complete: free

Comment: The following documents are filed with the declaration of existence:

·         A printed signature form

·         A registered copy of the articles of association

·         A copy of the minutes of the nomination of the managers the managers are not designated by the articles

·         A copy of the managers’ national identity cards (a copy of the passport for foreigners)

·         A copy of the rent agreement or the certificate of ownership of the premises where the head office is located

·         Any administrative authorization that would be required to start business

Step 7: Depositing documents at the Greffe du Tribunal

Approximate time to complete: 1 day

Cost to complete: 15 TND

Comment: The following documents are filed with the Greffe du Tribunal:

·         Printed forms (provided by the office) for the depositors to complete and sign (two copies)

·         Declaration of honor signed by the managers (two copies, forms provided by the office)

·         The registered statutes (two copies)

·         The minutes that nominate the managers, if not designated by the articles of association.

·         Arabic translation of the main clauses of the articles

·         The declaration of commencement of business with the tax administration and the tax identification card (two copies)

·         Document providing the headquarters address (two copies)

·         National identity card (or passport for foreigners) of the company manager(s) (two copies)

·         Fiscal stamp (15 TND)

·         A proxy, if the formalities are undertaken by a party other than the manager

Step 8: Advertising in the Official Gazette (JORT) with the Government Printing Office and in two daily newspapers

Approximate time to complete: 7 days

Cost to complete: 200 TND

Comment: The company incorporation must be announced in the Official Gazette and in two daily newspapers, one preferably in Arabic. Upon visiting the counter of the Official Gazette and that of a daily newspaper (many publish in both Arabic and French), the founders, or any duly authorized person, must file the following documents:

·         Texts of the opinion to publish in Arabic and in French (typed)

·         A copy of the announcer’s national identity card. References attesting the deposit of an investment project declaration

·         This procedure does not hinder the subsequent procedures.

Step 9: Registering with the Register du Commerce at the Greffe du Tribunal

Approximate time to complete: 1 day

Cost to complete: 15 TND (5 TND per excerpt, 3 excerpts are needed)

Comment: To obtain the excerpt of the court’s company record promoters must file the receipt of payment for the notice in the Official Gazette.

Step 10: Registering for social security

Approximate time to complete: 1 day

Cost to complete: 5 TND

Step 11: Getting inspected by the National Social Security Fund (CNSS)

Approximate time to complete: 1 day

Cost to complete: no charge

Comment: By law, the National Social Security Fund agents are entitled to visit the company premises at any time to check whether the company is complying with the laws and regulations.

Step 12: Filing a declaration with the labor inspectorate

Approximate time to complete: 1 day

Cost to complete: no charge

Comment: Company founders must file (to be sent by registered mail) with the labor inspectorate three dated and signed copies of the declaration, which specifies:

·         The company name, business purpose, and headquarters addresses

·         The company manager’s name, age, nationality, and address

·         The social security affiliation number

·         The number of permanent seasonal positions at the time of the declaration, and the name, age, nationality, and professional skills of the employees

·         The number, date of issuance, and validity of the residence card for foreign workers

Step 13: Making company seal

Approximate time to complete: 1 day

Cost to complete: 5 TND

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