Business Glossary
Articles of Association
The articles of association are the founding document of a company that defines its operating rules. They specify the company name, corporate purpose, capital, share distribution, and the manager's powers. Drafting them is a mandatory step when forming any company in Tunisia.
Learn more →Business License Tax (Patente)
The patente is a professional tax owed by any individual or legal entity conducting commercial, industrial, or professional activities in Tunisia. It is calculated based on the nature of the activity and the company's location. Payment is a condition for legally operating a business.
CNSS (National Social Security Fund)
The CNSS is Tunisia's public body responsible for managing the social security system. Any company employing staff must register and pay social security contributions. Registration with the CNSS is a legal obligation from the first employee hire.
Commercial Register / RNE
The Commercial Register, managed by the National Business Registry (RNE), is the official directory where all commercial enterprises in Tunisia are registered. Registration is mandatory to conduct business activity. It contains essential information about each company (name, registered office, manager, capital).
Learn more →Company Registration (Immatriculation)
Registration is the official enrollment of a company in the Commercial Register, granting it legal personality. It is mandatory and constitutes the legal birth certificate of the business. Without registration, the company has no legal existence.
Learn more →Court Clerk's Office (Greffe du Tribunal)
The court clerk's office is the administrative department of the court responsible for maintaining the Commercial Register and processing companies' legal formalities. It receives filings of legal acts, registration applications, and amendment entries. It is a key contact in the legal life of any business.
Deregistration (Radiation)
Deregistration is the removal of a company from the Commercial Register, permanently ending its legal existence. It occurs after the closure of liquidation and the approval of the liquidation accounts. It is the final step in a company's life cycle.
Learn more →Dissolution
Dissolution is the legal act that ends a company's existence. It can be voluntarily decided by partners at an extraordinary general assembly or ordered by a court. It triggers the liquidation phase before final deregistration.
Learn more →Domiciliation (Registered Office Service)
Domiciliation involves assigning an official administrative address to a company's registered office. It allows entrepreneurs to have a professional address without renting physical office space. In Tunisia, domiciliation is regulated by law and requires a contract with an approved provider.
Learn more →General Assembly (AG)
A general assembly is a meeting of partners or shareholders to make collective decisions. It can be ordinary (annual accounts, manager appointment) or extraordinary (articles modification, dissolution). Holding an annual general assembly is mandatory for every company in Tunisia.
Learn more →JORT (Official Journal of the Tunisian Republic)
The JORT is the official publication of the Tunisian State where laws, decrees, and legal announcements are published. Any company creation, modification, or dissolution must be published in it to be enforceable against third parties. Publication in the JORT is a mandatory step in a company's legal life.
Liquidation
Liquidation is the process following a company's dissolution, consisting of realizing assets, paying debts, and distributing the remaining balance among partners. A liquidator is appointed to carry out these operations. Liquidation ends with a liquidation balance sheet and the company's deregistration.
Learn more →Manager (Gerant)
The manager is the individual appointed to direct and represent a company, particularly in SARL and SUARL structures. They are appointed by the partners in the articles of association or by a subsequent decision. Their powers and responsibilities are defined by law and the company's articles.
Learn more →Minutes (Proces-Verbal / PV)
Minutes are a written record documenting the decisions made during a general assembly or partners' meeting. They serve as legal proof of the resolutions adopted. Drafting minutes is mandatory for any significant company decision.
Learn more →Partner (Associe)
A partner is a natural or legal person who holds shares in a company. They participate in collective decisions during general assemblies and are entitled to a share of the profits. Their liability is generally limited to the amount of their contributions in SARL structures.
SA (Public Limited Company)
An SA is a capital company whose shares are freely transferable. It requires a minimum of seven shareholders and a minimum capital of 5,000 TND in Tunisia. It is suited for large-scale projects requiring significant capital.
Learn more →SARL (Limited Liability Company)
A SARL is a type of company where the partners' liability is limited to their contributions. It requires at least two partners and a minimum capital of 1,000 TND in Tunisia. It is the most common legal form for Tunisian SMEs.
Learn more →Share Transfer (Cession de Parts)
A share transfer is the transfer of ownership of company shares from one partner to a third party or another partner. It generally requires the agreement of other partners and an amendment to the articles of association. The transfer must be registered and published to be enforceable against third parties.
Learn more →SUARL (Single-Person Limited Liability Company)
A SUARL is a company formed by a single partner whose liability is limited to their contributions. It allows an individual entrepreneur to protect their personal assets. The minimum capital is 1,000 TND in Tunisia.
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