Corporate law

Given the multiplicity of regulations governing implementation, operation and activities of corporations in Tunisia, the assistance of counsel is henceforth essential.
Such regulatory provisions of economic, fiscal, corporate, social and environmental array are increasingly imbricated and constantly evolving.

A global view of an operation secures and made profitable the company’s activity by reducing its legal risks and optimizing its fiscal, social and environmental cost.
Our added value is particularly proposed in these areas:

1. Preparation of authorization files:Fistly, we assist our clients in the preparation of authorization’s files eventually necessary for the projected investment.
It is real that in Tunisia the principle is the free investment however, some activities remain submitted either to authorization or to specifications. Restrictions may result from:
• The nature of the planned activity (regulated activity, forbidden activity),
• The structure of the activity (franchise, distribution…),
• The character of investors (foreigner/non resident).

2. Marks:

The Firm assists the company in the research of the mark’s anteriority and its protection before institutions in charge with industrial property protection in Tunisia. This stage includes the corporate name, mark names and eventually models of products.

3. The choice of the corporate form

The Tunisian Code of Commercial Companies provides different corporate forms, our mission is to highlight to our clients advantages and drawbacks of each form, especially those relating to management and fiscality.
Beyond these options (eg. limited liability company or joint stock company), the investor may be recommended to opt for the creation of a liaison office, branch or affiliate in Tunisia, this is in light of the planned activity.

4. Constitution proceedings

We assist our Clients in the deposit of the investment declaration before the relevant governmental agencies (API-APIA- ONA- FIPA). This step is necessary in order to benefit from advantages of investment incentives.
Once the project’s declaration certificate is obtained, we proceed with the drafting of statutes and when needed, the minutes of the constitutive meetings and of the board of directors’ first meeting as well as the shareholders’ agreement.

This step will optimize the company’s internal management through the available legal options, such as the company’s administration type, the relationship between shareholders and management (rules governing control and remuneration).
Corporate procedures constitute a non-detachable link chain. They require knowledge of laws and administrative doctrine. We assist our clients in all the corporate procedures at both phases of constitution and post-constitution. We guide them before various governmental entities (Clerk’s office, custodian bank, Official Printing of the Tunisian Republic, control office of taxes, social security, customs…).

5. Fiscal advantages at implementation

Once the company is established, we assist our clients so they benefit from investment incentives. These advantages are subdivided into general advantages and specific advantages.
We advise our clients in identifying the advantages they are eligible for in light of their planned investment strategy. We help them in the drafting of application files before the appropriate agencies.

1. Annual MeetingsThe annual ordinary general meeting requires a special attention since it is an opportunity for partners to control the company’s management. It typically constitutes the ultimate occasion of « direct confrontation » between partners and managers.

Many formalities shoud be respected before, during and after the annual ordinary general meeting, otherwise, the taken decisions are likely to be subject to judicial annulation.
We assist our clients in the preparation of information formalities, convocation and publicity relating to ordinary general meetings.We write the draft acts and chek their legal compliance.
The Firm also conducts the registration procedures for filing and publicity before the appropriate agencies.

2. Raising / Reduction in share capital

Variations of the share capital are often the result of restructuring or investment operations.
A careful look at the economic context of the decision is necessary to choose the appropriate legal means. This task is carried by the company’s internal bodies and statutory auditor.
In certain figures, rights of partners may be affected; issues such as the dilution of the contribution, the deletion of preferential subscription rights, the change of control, the entry of a new partner, the exchange authorizations are to study upstream.
We propose predictive schemes and patterns of adapted actions, according to a casuistic approach in order to minimize the legal and fiscal risks of the operation.

3. Legal compliance of corporate documents

The Tunisian Code of Commercial Companies was amended or completed seven times since its enactment in November 3rd, 2000. Further legislative amendments have impacted provisions relating to commercial companies’ states, such as regulations governing the Commerce Register and their implementing decrees.
In this constantly moving legal platform, we offer a legal standby to maintain the legal acts of the company at an ongoing conformity with the regulations in force.
In fact, we support the company for the holding of extraordinary general meetings called to decide upon the legal compliance of the statutes or their approval. We intervene as well in the drafting of updated versions of the statutes and the establishment of corporate records required by the laws in force.

Operations relating to purchase of a business can be achieved through several legal and fiscal arrangements, including through merger transactions or divestitures (spin-offs, carve-out).
These transactions often involve a transfer of assets and liabilities which result from transfers of real estate and immaterial elements (buziness, trademarks and brands …). Consequently, a multidisciplinary approach is necessary to examine the future implications of the transaction.
We proceed with due diligence of the targeted business in order to assess the legal risks and study beforehand the legal and fiscal impact of the planned operation in order to optimize the transaction.

In Tunisia, winding up of companies is strictly surrounded by a legal procedural and penal framework regulating its different stages, time limits and prohibitions.
Different actors must interact with full knowledge of that legislation including the liquidator, the general meeting of shareholders and the statutory auditor.We assist our clients in the different stages of winding up, going through convocations of general meetings, registration of the taken decisions in the Commercial Register and their legal publication, monitoring the setting of accounting records, winding up reports, and where appropriate, the distribution of funds and the distribution of the winding up surplus as to reach the final removal of the company from the Commercial Register.