1. Openness To, and Restrictions Upon, Foreign Investment
The GOT has made efforts to improve the business climate and attract FDI. The GOT prioritizes attracting and retaining investment, particularly in the underdeveloped interior regions, and reducing unemployment by providing tax breaks, subsidizing social security fee contributions for new hires, and offering investment bonuses. However, government policies have not always yielded the anticipated flow of foreign investment in the country, and political developments have had a mitigating effect. More than 3,700 foreign companies currently operate in Tunisia, and the government has historically encouraged export-oriented FDI in key sectors such as call centers, electronics, aerospace and aeronautics, automotive parts, textile and apparel, leather and shoes, agro-food, and other light manufacturing. Through the first half of 2021, the sectors that attracted the most FDI were electrical and electronic (31.3 percent), energy (29 percent), services (10 percent), mechanical (8.2 percent), and agro-food (7.4 percent). Inadequate infrastructure in the interior regions results in the concentration of foreign investment in the capital city of Tunis and its suburbs (54.7 percent), the northern coastal region (20 percent), the eastern coastal region (18.8 percent), and the northwest region (5.7 percent). Internal western and southern regions attracted only 0.8 percent of foreign investment despite special tax incentives for those regions.
The Tunisian Parliament passed an Investment Law (#2016-71) in September 2016 that went into effect April 1, 2017 to encourage the responsible regulation of investments. The law provided for the creation of three major institutions:
- The High Investment Council, whose mission is to implement legislative reforms set out in the investment law and decide on incentives for projects of national importance (defined as investment projects of more than 50 million dinars ($17.9 million) and 500 jobs).
- The Tunisian Investment Authority, whose mission is to manage investment projects of more than 15 million dinars ($5.4 million) and up to 50 million dinars ($17.9 million). Investment projects of less than 15 million dinars ($5.4 million) are managed by the Agency for Promotion of Industry and Innovation (APII).
- The Tunisian Investment Fund, which funds foreign investment incentive packages.
These institutions were all launched in 2017. However, the Foreign Investment Promotion Agency (FIPA) continues to be Tunisia’s principal agency to promote foreign investment. FIPA is a one-stop shop for foreign investors. It provides information on investment opportunities, advice on the appropriate conditions for success, assistance and support during the creation and implementation of the project, and contact facilitation and advocacy with other government authorities.
Under the 2016 Investment Law (article 7), foreign investors have the same rights and obligations as Tunisian investors. Tunisia encourages dialogue with investors through FIPA offices throughout the country.
Foreign investment is classified into two categories:
- “Offshore” investment is defined as commercial entities in which foreign capital accounts for at least 66 percent of equity, and at least 70 percent of the production is destined for the export market. However, investments in some sectors can be classified as “offshore” with lower foreign equity shares. Foreign equity in the agricultural sector, for example, cannot exceed 66 percent and foreign investors cannot directly own agricultural land, but agricultural investments can still be classified as “offshore” if they meet the export threshold.
- “Onshore” investment caps foreign equity participation at a maximum of 49 percent in most non-industrial projects. “Onshore” industrial investment may have 100 percent foreign equity, subject to government approval.
Pursuant to the 2016 Investment Law (article 4), a list of sectors outlining which investment categories are subject to government authorization (the “negative list”) was set by decree no. 417 of May 11, 2018. The sectors include natural resources; construction materials; land, sea and air transport; banking, finance, and insurance; hazardous and polluting industries; health; education; and telecommunications. The decree specified the deadline to respond to authorization requests for most government agencies and fixed a deadline of 60 days for all other government decision-making bodies not specifically mentioned in the decree. The decree went into effect on July 1, 2018.
In June 2021, the government announced the elimination of government authorization requirements for 27 business activities in various sectors, about 10 percent of the total authorization categories. The change allows foreign and local investors to open businesses under conditions detailed in books of specifications without waiting for a government license. The action is meant to revive an economy heavily impacted by the COVID-19 pandemic and boost investment in sectors such as tourism, transportation, finance, and renewable energy.
For example, government authorizations are no longer required for business ventures such as the opening of shopping malls and supermarkets, operation of certain aircraft for tourism and leisure activities, management of financial portfolios by non-resident companies, organization of sporting events, cement manufacturing, self-production of electricity from renewable energies under 1 megawatt, import and marketing of films, sale and distribution of tobacco and alcohol, and import of used clothes. While the government decree has yet to be published, the elimination of authorization categories will likely improve Tunisia’s investment climate.
The WTO completed a Trade Policy Review for Tunisia in July 2016. The report is available here: https://www.wto.org/english/tratop_e/tpr_e/tp441_e.htm .
The OECD completed an Investment Policy Review for Tunisia in November 2012. The report is available here: http://www.oecd.org/daf/inv/investment-policy/tunisia-investmentpolicyreview-oecd.htm .
The list of Tunisia’s environmental conflicts on Environmental Justice Atlas is available at https://ejatlas.org/country/tunisia
In May 2019, the Tunisian Parliament adopted law 2019-47, a cross-cutting law that impacts legislation across all sectors. The law is designed to improve the country’s business climate. The law simplified the process of creating a business, permitted new methods of finance, improved regulations for corporate governance, and provided the private sector the right to operate a project under the framework of a public-private partnership (PPP).
This legislation and previous investment laws are all referenced on the United Nations Conference on Trade and Development (UNCTAD) website: https://investmentpolicy.unctad.org/country-navigator/221/tunisia .
The Agency for Promotion of Industry and Innovation (APII) and the Tunisia Investment Authority (TIA) are the focal point for business registration. Online project declaration for industry or service sector projects for both domestic and foreign investment is available at: www.tunisieindustrie.nat.tn/en/doc.asp?mcat=16&mrub=122 .
The 2019 new online TIA platform allows potential investors to electronically declare the creation, extension, and renewal of all types of investment projects. The platform also allows investors to incorporate new businesses, request special permits, and apply for investment and tax incentives. https://www.tia.gov.tn/ .
APII has attempted to simplify the business registration process by creating a one-stop shop that offers registration of legal papers with the tax office, court clerk, official Tunisian gazette, and customs. This one-stop shop also houses consultants from the Investment Promotion Agency, Ministry of Employment, National Social Security Authority (CNSS), postal service, Ministry of Interior, and the Ministry of Trade and Export Development. Registration may face delays as some agencies may have longer internal processes. Prior to registration, a business must first initiate an online declaration of intent, to which APII provides a notification of receipt within 24 hours.
For agriculture and fisheries, business registration information can be found on the Agricultural Investment Promotion Agency’s (APIA) website: www.apia.com.tn . In February 2022, APIA announced the establishment of a 100% online investment declaration service for Tunisian and foreign investors in agricultural projects. The online service provides investors with an electronic investment declaration certificate (in PDF format) authenticated by a QR code. The service is accessible through “Espace Promoteur” (apia.com.tn)
In the tourism industry, companies must register with the National Office for Tourism at: http://www.tourisme.gov.tn/en/investing/administrative-services.html .
The central points of contact for established foreign investors and companies are the Tunisian Investment Authority (TIA): https://www.tia.gov.tn/en and the Foreign Investment Promotion Agency (FIPA): http://www.investintunisia.tn .
The GOT does not incentivize outward investment, and capital transfer abroad is tightly controlled by the Central Bank.
3. Legal Regime
The constitution provides citizens the ability to choose their government in free and fair periodic elections held by secret ballot and based on universal and equal suffrage. On July 25, citing widespread protests and political paralysis, President Saied invoked Article 80 of the constitution and took “exceptional measures” to dismiss Prime Minister Hichem Mechichi, freeze parliament’s activities for 30 days, and lift immunity for members of parliament. On August 23, President Saied announced an indefinite extension of the “exceptional measures” period, and on September 22, issued a decree granting himself certain executive, legislative, and judicial powers, and the authority to rule by decree, subject to rights guaranteed in the constitution. Civil society organizations criticized the president for granting himself unprecedented decision-making powers, without institutional checks and balances and for an unlimited period. On September 29, President Saied named Najla Bouden Romdhane as prime minister, and on October 11 she formed a government composed of 24 ministers and one secretary of state. On December 13, President Saied announced a timeline including public consultations and the establishment of a committee to revise the constitution and electoral laws, leading to a national referendum in July 2022. Parliamentary elections would follow in December 2022. According to local polling, the measures were broadly popular, although some civil society groups and political parties expressed concern regarding the lack of transparency and inclusivity of Saied’s actions. On March 30, the President issued a decree formally dissolving Parliament.
After adoption, all laws, decrees, and regulations are published on the website of the Official Gazette and enforced by the Government at the national level. The Government has historically taken few proactive steps to raise public awareness of the public consultation period for new draft laws and decrees. Civil society, NGOs, and political parties have pushed for increased transparency and inclusiveness in rulemaking. Many draft bills, such as the budget law, were reviewed before submission for a final vote under pressure from civil society. Business associations, chambers of commerce, unions, and political parties reviewed the 2016 Investment Law prior to final adoption.
In January 2019, the Tunisian Parliament passed the Organic Budget Law, which is a foundational law defining the parameters for the government’s annual budgeting process. The law aims to bring the budget process in line with principles expressed in the 2014 constitution by enlarging Parliament’s role in the budgetary process and strengthening the financial autonomy of the legislative and judiciary branches. The law requires the government to organize its budget by policy objective, detail budget projections over a three-year timeframe, and revise its accounting system to ensure greater transparency.
Due to the freezing of the Tunisian Parliament as of July 25, 2021, Tunisia’s 2022 budget law was passed directly through Presidential decree law #2021-21 on December 28, 2021.
In May 2020, the government adopted decree #2020-316, establishing simplified conditions and procedures for granting project concessions and their monitoring based on a new public-private partnership (PPP) approach. The decree aims to further promote investment by young entrepreneurs (under the age of 35) and projects of all sizes, including those less than 15 million dinars ($5.5 million).
Not all accounting, legal, and regulatory procedures are in line with international standards. Publicly listed companies adhere to national accounting norms.
Prior to July 25, the Parliament had oversight authority over the GOT but could not ensure that all administrative processes are followed. Following the exceptional measures implemented by President Saied on July 25 suspending Parliament, the Council of Ministers led by President Saied and at times, Prime Minister Bouden, have deliberated and approved decree laws. On March 30, President Saied issued a decree formally dissolving Parliament. Parliament will be established following legislative elections in December 2022.
The World Bank Global Indicators of Regulatory Governance for Tunisia are available here: http://rulemaking.worldbank.org/en/data/explorecountries/tunisia .
Tunisia is a member of the Open Government Partnership, a multilateral initiative that aims to secure concrete commitments from governments to promote transparency, empower citizens, fight corruption, and harness new technologies to strengthen governance: http://www.opengovpartnership.org/country/tunisia .
Prior to July 25, most of Tunisia’s public finances and debt obligations were debated and voted on by the Parliament. Since July 25, the Council of Ministers has discussed and approved Tunisia’s finances.
In general, Tunisia promotes companies’ environmental, social, and governance (ESG) disclosure to facilitate transparency but does not require it.
As part of its negotiations toward a comprehensive free-trade agreement with the EU, the GOT is considering incorporating a number of EU standards in its domestic regulations.
Tunisia became a member of the WTO in 1995 and is required to notify the WTO regarding draft technical regulations on Technical Barriers to Trade (TBT). However, in October 2018 the Ministry of Commerce released a circular that temporarily restricted the import of certain goods without going through the WTO notification process, which negatively impacted some business operations without forewarning.
In February 2017, Tunisia domestically ratified the WTO Trade Facilitation Agreement (TFA) and presented its instrument of ratification to the WTO in July 2020 for all categories A, B, and C. However, Tunisia has yet to communicate indicative and definitive dates under category B and is overdue in submitting notifications related to technical assistance requirements and support and information on assistance and capacity building (Article 22.3). Tunisia has also yet to submit two transparency notifications related to: (1) import, export, and transit procedures, contact information of enquiry points, (Article 1.4) and (2) contact points for customs cooperation (Article 12.2.2).
The Tunisian legal system is secular and based on the French Napoleonic code and meets EU standards. While the 2014 Tunisian constitution guarantees the independence of the judiciary, constitutionally mandated reforms of courts and broader judiciary reforms are still ongoing. Citing corruption in the judiciary, on February 12, Saied dissolved the Supreme Judicial Council, the highest judicial authority responsible for judicial assignments and enforcing ethical standards and discipline and replaced it with a temporary council. Tunisia has a written commercial law but does not have specialized commercial courts. Regulations or enforcement actions can be appealed at the Court of Appeals.
The 2016 Investment Law directs tax incentives towards regional development promotion, technology and high value-added products, research and development (R&D), innovation, small and medium-sized enterprises (SMEs), and the education, transport, health, culture, and environmental protection sectors. Foreign investors can apply for government incentives online through the Tunisian Investment Authority (TIA) website: https://www.tia.gov.tn/en .
The primary one-stop-shop webpage for investors looking for relevant laws and regulations is hosted at the Investment and Innovation Promotion Agency website, http://www.tunisieindustrie.nat.tn/en/doc.asp?mcat=12&mrub=209 . The 2016 Investment Law (article 15) calls for the creation of an Investor’s Unique Point of Contact within the ministry in charge of investment to assist new and existing investors to launch and expand their projects.
In addition, the Parliament adopted a number of economic reforms since 2015, including laws concerning renewable energy, competition, public-private partnerships (PPP), bankruptcy, and the independence of the Central Bank of Tunisia, as well as the Start-Up Act to promote the creation of new businesses and entrepreneurship.
The 2015 Competition Law established a government appointed Competition Council to reduce government intervention in the economy and promote competition based on supply and demand.
This law voided previous agreements that fixed prices, limited free competition, or restricted the entry of new companies as well as those that controlled production, distribution, investment, technical progress, or supply centers. While the law ensures free pricing of most products and services, there are a few protected items, such as bread, sugar, milk, water, and electricity, for which the GOT can still intervene in pricing. Moreover, in exceptional cases of large increases or collapses in prices, such as sharp price increases of surgical masks, sanitizer, and disinfection products during the COVID-19 pandemic, the Ministry of Trade and Export Development reserved the right to regulate prices for a period of up to six months. The ministry can also intervene in some other sectors to ensure free and fair competition. However, the Competition Council can make exceptions to its anti-trust policies if it deems it necessary for overall technical or economic progress.
The Competition Council also has the power to investigate competition-inhibiting cases and make recommendations to the Ministry of Trade and Export Development upon the Ministry’s request. Competition Council rulings can range from ordering temporary closures of a business to penalties and fines which could amount to a maximum of 10 percent of business revenue.
There are no outstanding expropriation cases involving U.S. interests. The 2016 Investment Law (article 8) states that investors’ property may not be expropriated except in cases of public interest. Expropriation, if carried out, must comply with legal procedures, be executed without discrimination on the basis of nationality, and provide fair and equitable compensation.
U.S. investments in Tunisia are protected by international law as stipulated in the U.S.-Tunisia Bilateral Investment Treaty (BIT). According to Article III of the BIT, the GOT reserves the right to expropriate or nationalize investments for the public good, in a non-discriminatory manner, and upon advance compensation of the full value of the expropriated investment. The treaty grants the right to prompt review by the relevant Tunisian authorities of conformity with the principles of international law. When compensation is granted to Tunisian or foreign companies whose investments suffer losses owing to events such as war, armed conflict, revolution, state of national emergency, civil disturbance, etc., U.S. companies are accorded “the most favorable treatment in regard to any measures adopted in relation to such losses.”
Parliament adopted in April 2016 a new bankruptcy law that replaced Chapter IV of the Commerce Law and the Recovery of Companies in Economic Difficulties Law. These two laws had duplicative and cumbersome processes for business rescue and exit and gave creditors a marginal role. The 2016 law increases incentives for failed companies to undergo liquidation by limiting state collection privileges. The improved bankruptcy procedures are intended to decrease the number of non-performing loans and facilitate access of new firms to bank lending.
4. Industrial Policies
Preferential status is usually linked to the percentage of foreign corporate ownership, percentage of production for the export market, and investment location. The 2016 Investment Law provides investors with a broad range of incentives linked to increased added value, performance and competitiveness, use of new technologies, regional development, environmental protection, and high employability.
To incentivize the employment of new university graduates, the GOT assumes the employer’s portion of social security costs (16 percent of salary) for the first seven years of the investment, with an extension of up to 10 years in the interior regions. Investments with high job-creation potential may benefit from the purchase of state-owned land at the price of one Tunisian dinar ($0.35) per square meter. Investors who purchase companies in financial distress may also benefit from tax breaks and social security assistance. These advantages are determined on a case-by-case basis.
Further benefits are available for offshore investments, such as tax exemptions on profits and reinvested revenues, duty-free import of capital goods with no local equivalents, and full tax and duty exemption on raw materials, semi-finished goods, and services necessary for operation.
On March 9, 2017, the GOT adopted decree no. 2017-389 on financial incentives to investment in priority sectors, economic performance areas, and regional development. Investors have to declare their projects through the regional APII offices to receive incentives. Investors can also request incentives online through the Tunisian Investment Authority (TIA) website: https://www.tia.gov.tn/en .
Tunisia has free-trade zones, officially known as “Parcs d’Activités Economiques,” in Bizerte and Zarzis. While the land is state-owned, a private company manages the free-trade zones. They enjoy adequate public utilities and fiber-optic connectivity. Companies established in the free-trade zones are exempt from taxes and customs duties and benefit from unrestricted foreign exchange transactions, as well as limited duty-free entry into Tunisia of inputs for transformation and re-export. Factories operate as bonded warehouses and have their own assigned customs personnel.
For example, companies in Bizerte’s free-trade zone may rent space for three Euros ($3.28) per square meter annually – a level unchanged since 1996 – plus a low service fee. Long-term renewable leases, up to 25 years, are subject to a negotiable 3 percent escalation clause. Expatriate personnel are allowed duty-free entry of personal vehicles. During the first year of operations, companies within the zone must export 100 percent of their production. Each following year, the company may sell domestically up to 30 percent of the previous year’s total volume of production, subject to local customs duties and taxes. Lease termination has not been a problem, and all companies that desired to depart the zone reportedly did so successfully.
Foreign resident companies face restrictions related to the employment and compensation of expatriate employees. The 2016 Investment Law limits the percentage of expatriate employees per company to 30 percent of the total work force (excluding oil and gas companies) for the first three years and to 10 percent starting in the fourth year. There are somewhat lengthy renewal procedures for annual work and residence permits, and the GOT has announced its intention to ease them in the future. Although rarely enforced, legislation limits the validity of expatriate work permits to two years.
Central Bank regulations impose administrative burdens on companies seeking to pay for temporary expatriate technical assistance from local revenue. For example, before it receives authorization to transfer payment from its operations in Tunisia, a foreign resident company that utilizes a foreign accountant must document that the service is necessary, fairly valued, and unavailable in Tunisia. This regulation hinders a foreign resident company’s ability to pay for services performed abroad.
The host government does not follow “forced localization,” but encourages the use of domestic content.
There are no requirements for foreign information technology (IT) providers to turn over source code that is protected by the intellectual property law; however, they are required to inform the Ministry of Communication Technologies and Digital Economy about encrypted equipment.
Public companies and institutions are prohibited by the Ministry of Communication Technologies from freely transmitting and storing personal data outside of the country.
Private and public institutions must comply with the recommendations of the National Authority for Personal Data Protection (INPDP) when handling personal data, even if it is business-related. The National Institute of Office Automation and Micro-computing (INBMI) enforces the rules on local data storage.
Until recently, performance requirements were generally limited to investment in the petroleum sector. Now, such requirements are in force in sectors such as telecommunications and for private sector infrastructure projects on a case-by-case basis. These requirements tend to be specific to the concession or operating agreement (e.g., drilling a certain number of wells, or producing a certain amount of electricity).
5. Protection of Property Rights
Secured interests in property are enforced in Tunisia. Mortgages and liens are in common use, and the recording system is reliable.
Foreign and/or non-resident investors are allowed to lease any type of land but can only acquire non-agricultural land.
A large portion of privately held land, especially agriculture land, has no clear title, and the government is investing a great deal of effort to encourage people to clear and register their properties. For the past 10 years, it has been estimated that privately held land accounts for approximately 45 percent of all land.
Properties legally purchased must be duly registered to ensure they remain the property of their actual owners, even if they have been unoccupied for a long time.
Tunisia is a member of the World Intellectual Property Organization (WIPO) and signatory to the United Nations Agreement on the Protection of Patents and Trademarks. The agency responsible for patents and trademarks is the National Institute for Standardization and Industrial Property (INNORPI — Institut National de la Normalisation et de la Propriété Industrielle). Tunisia also is party to the Madrid Protocol for the International Registration of Marks. Foreign patents and trademarks should be registered with INNORPI.
Tunisia’s patent and trademark laws are designed to protect owners duly registered in Tunisia. In the area of patents, foreign businesses are guaranteed treatment equal to that offered to Tunisian nationals. Tunisia updated its legislation to meet the requirements of the WTO agreement on Trade-Related Aspects of Intellectual Property (TRIPS).
Copyright protection is the responsibility of the Tunisian Copyright Protection Organization (OTDAV — Office Tunisien des Droits d´Auteurs et des Droits Voisins), which also represents foreign copyright organizations.
The 2009 Intellectual Property Law greatly expanded the scope of protections. The minimum fine for counterfeiting is 10,000 Tunisian dinars (approximately USD 3,700), and copyright protection is valid for the holder’s lifetime. Customs agents have the authority to seize suspected counterfeit goods immediately. Tunisia’s 2014 constitution enshrined intellectual property protection in article 41.
If customs officials suspect a copyright violation, they are permitted to inspect and seize suspected goods. For products utilizing foreign trademarks registered at INNORPI, the Customs Code empowers customs agents to enforce intellectual property rights (IPR) throughout the country. Tunisian copyright law applies to literary works, art, scientific works, new technologies, and digital works. Its application and enforcement, however, have not always been consistent with foreign commercial expectations. Print, audio, and video media are particularly susceptible to copyright infringement in Tunisia. Smuggling of illegal items takes place through Tunisia’s porous borders. The prevalence of, and trade in, counterfeit and pirated goods remains a concern and illegal internet protocol television (IPTV) streaming services is an emerging trend.
In 2015, the GOT issued a decree defining registration and arbitration procedures for trade and service marks and establishing a national trademark registry. The new decree contained provisions governing the registration of trademarks under the Madrid Protocol and included improvements such as the extension of the deadline for opposition to the registration of trademarks, as well as the electronic filing of applications for trademarks registration.
In March 2020, the Tunisian Parliament approved the government’s request for Tunisia to host the headquarters of the Pan-African Intellectual Property Body (PAIPO). Tunisia is waiting for at least 14 African countries to ratify the formation of PAIPO in order for it to enter into force.
The registration of pharmaceutical drugs in Tunisia requires that the product is both registered and marketed in the country of origin. In 2005, Tunisia removed its restriction on pharmaceutical imports where there are similar generic products manufactured locally.
Tunisia has yet to ratify the 2006 Singapore Treaty on the law of trademarks which aims to further harmonize the registration procedures for trademarks.
Intellectual Property Attaché for the Middle East and North Africa
U.S. Embassy Abu Dhabi
U.S. Department of Commerce Global Markets
U.S. Patent and Trademark Office
Tel: +965 2259 1455
AmCham Tunisia: http://www.amchamtunisia.org.tn/
Attorneys list: https://tn.usembassy.gov/u-s-citizen-services/local-resources-of-u-s-citizens/attorneys/
For additional information about national laws and points of contact at local intellectual property offices, please see WIPO’s country profiles at http://www.wipo.int/directory/en/ .
6. Financial Sector
Tunisia’s financial system is dominated by its banking sector, with banks accounting for roughly 85 percent of financing in Tunisia. The GOT’s overreliance on bank financing impedes economic growth and stronger job creation. Equity capitalization is relatively small; Tunisia’s stock market provided 9.1 percent of corporate financing in 2019 according to the Financial Market Council annual report. Other mechanisms, such as bonds and microfinance, contribute marginally to the overall economy.
Created in 1969, the Bourse de Tunis (Tunis stock exchange) listed 85 companies as of December 2021. Market capitalization increased by 0.74 percent to $8.3 billion (19 percent of GDP), versus $7.9 billion in 2020 (19.7 percent of GDP). Financial institutions still dominate market capitalization with a share of 42.3 percent. Foreign transactions generated a net outflow of $99.2 million in 2021, and their share of market capitalization declined to 23.1 percent in 2021 versus 25.3 percent in 2020; only a small share of foreign capitalization is floating. During the last five years, the exchange’s regulatory and accounting systems have been brought more in line with international standards, including compliance and investor protections. The exchange is supervised and regulated by the state-run Capital Market Board. Most major global accounting firms are represented in Tunisia. Firms listed on the stock exchange must publish semiannual corporate reports audited by a certified public accountant. Accompanying accounting requirements exceed what many Tunisian firms can, or are willing to, undertake. GOT tax incentives attempt to encourage companies to list on the stock exchange. Newly listed companies that offer a 30 percent capital share to the public receive a five-year tax reduction on profits. In addition, individual investors receive tax deductions for equity investment in the market. Capital gains are tax-free when held by the investor for two years. Listing on the stock exchange helps ensure transparent financial statements, whereby the public sharing of certified financial statements has generally discouraged the introduction of more companies on the stock exchange.
Foreign investors are permitted to purchase shares in resident (onshore) firms only through authorized Tunisian brokers or through established mutual funds. To trade, non-resident (offshore) brokers require a Tunisian intermediary and may only service non-Tunisian customers. Tunisian brokerage firms may have foreign participation, as long as that participation is less than 50 percent. Foreign investment of up to 50 percent of a listed firm’s capital does not require authorization.
According to the Central Bank of Tunisia (CBT) annual report on banking supervision published in January 2022, Tunisia hosts 30 banks, of which 23 are onshore and seven are offshore. Onshore banks include three Islamic banks, two microcredit and SME financing banks, and 18 commercial universal banks.
Domestic credit to the private sector provided by banks stood at 64 percent of GDP in 2019. According to the World Bank, this level is higher than the MENA region average of 56.7 percent. Eighty-seven percent of banks are located in the coastal regions, with about 41 percent in the greater Tunis area alone. The number of bank accounts has increased by 5 percent over the last five years to reach 10.3 million accounts at the end of 2020, of which 6 million are savings accounts.
Tunisia’s banking system activity is mainly within the 23 onshore banks, which accounted for 92 percent of total assets, 94 percent of loans, and 96 percent of deposits in 2020. The onshore banks offer identical services targeting Tunisia’s larger corporations. Meanwhile, SMEs and individuals often have difficulty accessing bank capital due to high collateral requirements.
The CBT report noted that in 2020, overall lending totaled $32.8 billion, an increase of 5 percent compared to a 3.1 percent increase in 2019. Loans to professionals were driven mainly by the increase in commitments of public enterprises, which rose by $586 million in 2020 (26.8 percent increase). Loans to the private sector increased by only 2.4 percent in 2020, the same rate as the previous year. These credits benefited mostly industry, trade, real estate development and tourism sectors. Tourism — alone made up nearly 80 percent of the lending.
Foreign banks are permitted to open branches and establish operations in Tunisia under the offshore regime and are subject to the supervision of the Central Bank.
Government regulations control lending rates. This prevents banks from pricing their loan portfolios appropriately and incentivizes bankers to restrict the provision of credit. Competition among Tunisia’s many banks has the effect of lowering observed interest rates; however, banks often place conditions on loans that impose far higher costs on borrowers than interest rates alone. These non-interest costs may include collateral requirements that come in the form of liens on real estate. Often, collateral must equal or exceed the value of the loan principal. Collateral requirements are high because banks face regulatory difficulties in collecting collateral, thereby adding to costs. According to the CBT banking supervision report, nonperforming loans (NPLs) were at 15.6 percent of all bank loans in 2020, mostly in the agriculture (28.4 percent) and tourism (41.3 percent) sectors.
Beyond the banks and stock exchange, few effective financing mechanisms are available in the Tunisian economy. A true bond market does not exist, and government debt sold to financial institutions is not re-traded on a formal, transparent secondary market. Private equity remains a niche element in the Tunisian financial system. Firms experience challenges raising sufficient capital, sourcing their transactions, and selling their stakes in successful investments once they mature. The microfinance market remains underexploited, but profitable for microfinance institutions with non-governmental organization Enda Inter-Arabe the dominant lender in the field.
The GOT recognizes two categories of financial service activity: banking (e.g., deposits, loans, payments and exchange operations, and acquisition of operating capital) and investment services (reception, transmission, order execution, and portfolio management). Non-resident financial service providers must present initial minimum capital (fully paid up at subscription) of 25 million Tunisian dinars ($8.9 million) for a bank, 10 million dinars ($3.5 million) for a non-bank financial institution, 7.5 million dinars ($2.6 million) for an investment company, and 250,000 dinars ($89,400) for a portfolio management company.
By decree no. 85-2011, the GOT established a sovereign wealth fund, “Caisse des Depots et des Consignations” (CDC), to boost private sector investment and promote small and medium enterprise (SME) development. It is a state-owned investment entity responsible for independently managing a portion of the state’s financial assets. The CDC was set up with support from the French CDC and the Moroccan CDG (Caisse des Depots et de Gestion) and became operational in early 2012. The original impetus for the creation of the CDC was to manage assets confiscated from the former ruling family as independently as possible to serve the public interest. More information is available about the CDC at www.cdc.tn . As of June 2021, CDC had 9.7 billion dinars ($3.5 billion) in assets and 466 million dinars ($167 million) in capital.
All CDC investments are made locally, with the objective of boosting investments in the interior regions and promoting SME development.
The CDC is governed by a supervisory committee composed of representatives from different ministries and chaired by the Minister of Finance.
7. State-Owned Enterprises
There are 110 state-owned enterprises (SOEs) and public institutions in Tunisia per the Ministry of Finance’s most recent (May 2020) report on public enterprises. SOEs are still prominent throughout the economy but are heavily indebted. Per the Tunisian Ministry of Finance report on transfers and guarantees to SOEs, total transfers reached $2.6 billion in 2021 with $392 million dedicated to payroll. Annual budgetary transfers amounted to 6.3 percent of GDP in 2021, with significant amounts directed to three SOEs in the form of subsidies for cereals, fuel, and electricity.
Many SOEs compete with the private sector, in industries such as telecommunications, banking, and insurance, while others hold monopolies in sectors considered sensitive by the government, such as railroad, transportation, water and electricity distribution, and port logistics. Importation of basic food staples and strategic items such as cereals, rice, sugar, and edible oil also remains under SOE control.
The GOT appoints senior management officials to SOEs, who report directly to the ministries responsible for the companies’ sector of operation. SOE boards of directors include representatives from various ministries and personnel from the company itself. Similar to private companies, the law requires SOEs to publish independently audited annual reports, regardless of whether corporate capital is publicly traded on the stock market.
The GOT encourages SOEs to adhere to OECD Guidelines on Corporate Governance, but adherence is not enforced. Investment banks and credit agencies tend to associate SOEs with the government and consider them as having the same risk profile for lending purposes.
The GOT allows foreign participation in its privatization program. A significant share of Tunisia’s FDI in recent years has come from the privatization of state-owned or state-controlled enterprises. Privatization has occurred in many sectors, such as telecommunications, banking, insurance, manufacturing, and fuel distribution, among others.
In 2011, the GOT confiscated the assets of the former regime. The list of assets involved every major economic sector. According to the Commission to Investigate Corruption and Malfeasance, a court order is required to determine the ultimate handling of frozen assets.
Because court actions frequently take years – and with the government facing immediate budgetary needs – the GOT allowed privatization bids for shares in Ooredoo (a foreign telecommunications company of which 30 percent of shares were confiscated from the previous regime), Ennakl, Alpha Ford, and City Cars (car distribution), Goulette Shipping Cruise (cruise terminal management), Airport VIP Service (business lounge management), and Banque de Tunisie and Zitouna Bank (banking). The government is expected to sell some of its stakes in state-owned banks; however, no clear plan has been adopted or communicated so far due to fierce opposition by labor unions.
8. Responsible Business Conduct
Tunisia adopted law no. 35 in June 2018 to encourage Corporate Social Responsibility (CSR). The law requires companies to allocate a portion of their budgets to finance CSR projects such as those in sustainable development, green economy, and youth employment. According to the law, an organization in charge of monitoring CSR projects will be created to ensure that the projects comply with the principles of good governance and sustainable development. Tunisia is an adherent to the OECD Guidelines for Multinational Enterprises.
Since 1989, the public sector has been subject to a government procurement law that requires labor, environmental, and other impact studies for large procurement projects. All public institutions are subject to audits by the Court of Auditors (Cour des Comptes).
The Tunisian Central Bank issued a circular in 2011 setting guidelines for sound and prudent business management and guaranteeing and safeguarding the interests of shareholders, creditors, depositors and staff. The circular also established policies on recruitment, appointment, and remuneration, as well as dissemination of information to shareholders, depositors, market counterparts, regulators, and the general public.
In January 2019, the High Committee for Administrative and Financial Control (HCCAF) under the Presidency of the Government, published a guide on best practices for improved governance of public enterprises and establishments.
In May 2019, the Parliament adopted law no. 2019-47, which introduced in Chapter 5 a set of articles designed to improve corporate governance and increase transparency. For example, the new legislation required that all companies listed on Tunisia’s stock exchange have on their board of directors at least two independent members, and separate individuals serving as the chairman of the board and the chief executive officer.
On October 14, 2020, the High Instance for Public Procurement (HAICOP) under the Presidency of the Government, published a report on risk management strategy in public procurement.
In March 2022, President Saied issued decrees regarding the creation of “community companies” and the penal reconciliation program that will help fund them. The intention is for
community companies to be established by private communities in marginalized areas of the country to help with infrastructure development and job creation. Community companies will receive funding from financial penalties paid by businesspeople found guilty of economic and financial crimes, and they will receive amnesty in return.
The national point of contact for OECD for Multinational Enterprises guidelines is:
Ministry of Economy
Avenue Mohamed V
Tel: +216 7184 9596
Fax: +216 7179 9069
Tunisia has not yet joined the Extractive Industries Transparency Initiative (EITI). However, in June 2012, former Prime Minister Hammadi Jebali announced the GOT’s decision to implement the EITI. In June 2016, Tunisia officially began publicizing all documents pertaining to oil agreements signed in Tunisia, including permits and operating benefits governed by specific agreements and annexes dating to 1960. Tunisia participated in the eighth world conference of the EITI in Paris, France, in 2019.
Per Tunisia’s 2014 constitution, projects related to commercial development of oil, natural gas, or minerals are subject to Parliamentary approval. However, following the July 25, 2021 events resulting in the freeze of the Parliament, these decisions are currently made by the Ministerial Council.
Department of State
- Country Reports on Human Rights Practices;
- Trafficking in Persons Report;
- Guidance on Implementing the “UN Guiding Principles” for Transactions Linked to Foreign Government End-Users for Products or Services with Surveillance Capabilities;
- U.S. National Contact Point for the OECD Guidelines for Multinational Enterprises; and;
- Xinjiang Supply Chain Business Advisory
Department of the Treasury
Department of Labor
Tunisia updated its Nationally Determined Contribution (NDC) to the Paris Climate Accord in September 2021 with a commitment to reduce its carbon intensity by 45 percent by 2030, compared to 2010. Tunisia’s first NDC submitted in 2015 called for a 41 percent carbon intensity reduction between 2010 and 2030. Tunisia’s new plan requires the mobilization of approximately $19.3 billion ($14.3 billion for mitigation, $4.3 billion for adaptation, and $0.7 billion for capacity building) from both domestic resources and international support.
The energy sector accounts for 73 percent of the country’s greenhouse gas emissions, requiring the largest share of investment. The updated NDC also covers other sectors such as industrial processes, agriculture, forestry, other land use (AFOLU), and waste.
Tunisia’s 2022 Finance Law included several articles to support business financing for the green economy and sustainable development, establish tax relief for electric cars, reduce customs duties on the import of solar panels, and increase the tax rate for the protection of the environment.
- Tunisia ratified the United Nations Framework Convention on Climate Change (UNFCCC) in 1993, the Kyoto Protocol in 2002, and Paris Agreement in 2017.
- Tunisia’s Initial Communication (2001) under the UNFCCC
( https://unfccc.int/sites/default/files/resource/summary.pdf )
- Tunisia’s second national communication as part of the UNFCCC (2013)
- Tunisia’s 2015 NDCs
- Tunisia’s third national communication as part of the UNFCCC (2017)
- Tunisia’s 2018 Climate Risk Profile (USAID)(https://www.climatelinks.org/resources/climate-risk-profile-tunisia )
Most U.S. firms involved in the Tunisian market do not identify corruption as a primary obstacle to foreign direct investment. However, some have reported that routine procedures for doing business (customs, transportation, and some bureaucratic paperwork) are sometimes tainted by corrupt practices. Transparency International’s Corruption Perceptions Index 2021 gave Tunisia a score of 44 out of 100 and a rank of 70 among 180 countries marking the same score and a slight ranking improvement from 69 in 2020. Regionally, Tunisia is ranked 7 for transparency among MENA countries and first in North Africa, ahead of Morocco, Algeria, Egypt, and Libya. Transparency International expressed concern that Tunisia’s score has not improved in recent years despite advances in anti-corruption legislation, including laws to protect whistleblowers, improve access to information, and encourage asset declarations by public officials or individuals with public trust roles.
Polls indicated that most citizens viewed widespread corruption as a key hindrance to effective government. President Saied has consistently stated that ending corruption and prosecuting corrupt businesspeople and others is one of his top priorities. Since July 25, 2021, some members of parliament were charged and detained based on corruption allegations. Recent government efforts to combat corruption include: assurances that price controls on staple and basic food products are respected; combatting price gouging; hoarding, and monopolistic practices; enhancement of commercial competition in the domestic market; arrests of corrupt businessmen and officials; and harmonization of Tunisian corruption laws with those of the European Union.
The constitution requires those holding high government offices to declare assets “as provided by law.” In 2018, Parliament adopted the Assets Declaration Law, identifying 35 categories of public officials required to declare their assets upon being elected or appointed and upon leaving office. By law, the National Authority for the Combat Against Corruption (INLUCC) is then responsible for publishing the lists of assets of these individuals on its website. In addition, the law requires other individuals in specified professions that have a public role to declare their assets to the INLUCC, although this information is not made public. This provision applies to journalists, media figures, civil society leaders, political party leaders, and union officials. The law also enumerates a “gift” policy, defines measures to avoid conflicts of interest, and stipulates the sanctions that apply in cases of illicit enrichment. In 2019, Tunisia’s newly elected government officials declared their assets, including the 217 Members of Parliament. The declaration of assets was also made in September 2020 and again in October 2021, when new governments took office.
On August 20 security personnel ordered the closure of INLUCC’s headquarters. Beside the declaration of assets by the new cabinet on October 15, 2021, INLUCC’s offices have remained closed and its work paused. INLUCC’s regional offices have been closed since January 1, 2022. The government has not given a reason for the ongoing closure and has not announced plans for the creation of an alternative anticorruption institution.
In February 2017, Parliament passed law no. 2017-10 on corruption reporting and whistleblower protection. The legislation was a significant step in the fight against corruption, as it establishes the mechanisms, conditions, and procedures for denouncing corruption. Article 17 of the law provides protection for whistleblowers, and any act of reprisal against them is considered a punishable crime. For public servants, the law also guarantees the protection of whistleblowers against possible retaliation from their superiors. In September 2017, the GOT established the Independent Access to Information Commission. This authority was prescribed in the 2016 Access to Information Law to proactively encourage government agencies to comply with the new law and to adjudicate complaints against the government for failing to comply with the law. Following the passage of the access to information and whistleblower protection laws, the government initiated an anti-corruption campaign led by then prime minister Youssef Chahed. A series of arrests and investigations targeted well-known businesspersons, politicians, journalists, police officers, and customs officials. Preliminary charges included embezzlement, fraud, and taking bribes.
Tunisia’s penal code devotes 11 articles to defining and classifying corruption and assigns corresponding penalties (including fines and imprisonment). Several other regulations also address broader concepts of corruption. Detailed information on the application of these laws and their effectiveness in combating corruption is not publicly available, and there are no GOT statistics specific to corruption. The Independent Commission to Investigate Corruption handled corruption complaints from 1987 to 2011. The commission referred 5 percent of cases to the Ministry of Justice. In 2012, the commission was replaced by the National Authority to Combat Corruption (INLUCC), which has the authority to forward corruption cases to the Ministry of Justice, give opinions on legislative and regulatory anti-corruption efforts, propose policies and collect data on corruption, and facilitate contact between anti-corruption efforts in the government and civil society. Tunisia’s constitution stipulates that INLUCC is a temporary institution, and that Parliament must appoint members to a permanent Institute for Good Governance and Anticorruption. Parliament did not make substantive progress toward establishing this permanent institution prior to July 25, 2021. Prime Minister Fakhfakh resigned on July 15, 2020, following allegations of a conflict of interest involving his partial ownership of companies that received government contracts. In apparent retaliation for his ouster, Fakhfakh dismissed then INLUCC president Chawki Tabib, replacing him with Imed Boukhris, a former judge.
During a March 16, 2019 press conference, INLUCC president Chawki Tabib said that it takes 7-10 years on average for corruption cases to be processed in the judicial system. In 2018, the Tunisian Financial Analysis Committee, which operates under the auspices of the Central Bank as a financial intelligence unit, announced that it froze approximately 200 million dinars ($70 million) linked to suspected money-laundering transactions. The committee received approximately 600 reports of suspicious transactions related to corruption and illicit financial flows during the year.
Since 1989, a comprehensive law designed to regulate each phase of public procurement has governed the public sector. The GOT also established the Higher Commission on Public Procurement (HAICOP) to supervise the tender and award process for major government contracts. The government publicly supports a policy of transparency. Public tenders require bidders to provide a sworn statement that they have not and will not, either by themselves or through a third party, make any promises or give gifts with a view to influencing the outcome of the tender and realization of the project. Starting September 2018, the government imposed by decree that all public procurement operations be conducted electronically via a bidding platform called Tunisia Online E-Procurement System (TUNEPS). Despite the law, competition on government tenders appears susceptible to corrupt behavior. Pursuant to the Foreign Corrupt Practices Act (FCPA), the U.S. Government requires that American companies requesting U.S. Government advocacy certify that they do not participate in corrupt practices.
Contacts at agencies responsible for combating corruption:
I WATCH Tunisia
14 Rue d’Irak 1002 Lafayette, Tunisia
+ 216 71 844 226
10. Political and Security Environment
President Kais Saied was elected in the aftermath of presidential and parliamentary elections held in September and October 2019, the country’s first elections since its post-revolution constitution was ratified in 2014, which were widely regarded as well-executed and credible. The transition of power was smooth and without incident, following a clear procedure outlined by the 2014 constitution.
In the 10 years since the revolution, Tunisia has made significant progress in the areas of civil society and rights-based reforms, but economic indicators continue to lag and have been a major driver of frequent protests. Public opinion polls indicated that corruption, poor economic conditions, and persistently high unemployment fuel public discontent with the political class.
On July 25, citing widespread protests and political paralysis, President Saied took “exceptional measures” under Article 80 of the constitution to dismiss Prime Minister Hichem Mechichi, freeze parliament’s activities for 30 days, and lift the immunity of members of parliament. On August 23, Saied announced an indefinite extension of the “exceptional measures” period and on September 22, he issued a decree granting the president certain executive, legislative, and judiciary powers and authority to rule by decree, but allowed continued implementation of the preamble and chapters one and two, which guarantee rights and freedoms. Civil society organizations and multiple political parties raised concern that through these decrees President Saied granted himself unprecedented decision-making powers, without checks and balances and for an unlimited period. On September 29, Saied named Najla Bouden Romdhane as prime minister, and on October 11, she formed a government. On December 13, Saied announced a timeline for constitutional reforms including public consultations and the establishment of a committee to revise the constitution and electoral laws, leading to a national referendum in July 2022. Parliamentary elections would follow in December 2022. On March 30, President Saied issued a decree formally dissolving Parliament.
Terrorist groups continue to operate in the mountains of Western Tunisia and developments in Libya continue to affect the security situation along the Tunisian-Libyan border. Extremist groups, including ISIS affiliates, operate and recruit in the country’s interior, particularly in disadvantaged regions. Tunisia has been under a State of Emergency since November 24, 2015, following two major terrorist attacks that targeted tourism destinations. Under the state of emergency, security forces have more authority to maintain civil order, enabling the government to focus on combating terrorism. Despite COVID-19 and economic challenges that affect national resources, Tunisia continues to demonstrate consistent security force readiness to combat security threats. There have been no terrorist attacks targeting tourists or other western interests since June 2015. Extremist elements continue to target police and military forces in suspected “lone wolf” attacks, including in front of the U.S. Embassy on March 6, 2020, and more recently in November 2021 at the Ministry of Interior in downtown Tunis. Travelers are urged to visit www.travel.state.gov for the latest travel alerts and warnings regarding Tunisia.
11. Labor Policies and Practices
According to National Institute of Statistics (INS) 2021 figures, Tunisia has a labor force of 3.4 million, 29 percent of which are women and 71 percent men. The number of unemployed in 2021 reached 746,400 people. The official 2021 unemployment rate was 18.4 percent (representing the unemployment rate for the third quarter of 2021). In November 2021, the INS published 2021unemployment rates per region, including 30 percent in the northwest, 25 percent in the southwest, 22.1 percent in the center-west, 23.4 percent in southeast, and 15.8 percent in Greater Tunis. Professionals, such as IT engineers, doctors, and professors, continue to seek employment abroad. Tunisian interlocuters maintain that around 70 percent of Tunisian young professionals seek employment in other countries after graduation. Additionally, an INS study estimated that 44.8 percent of the Tunisian workforce is employed in the parallel economy, including 11.8 percent in agriculture and fisheries.
Over the past two decades, the structure of the workforce remained relatively stable, and as of the last quarter of 2020, it stood at 13.3 percent in agriculture and fishing, 33.9 percent in industry, and 52.8 percent in commerce and services. Tunisia has developed its industrial sector and created low-skilled employment, although several manufacturers struggle to find qualified technical workers. Tunisian law provides workers with the right to organize, form and join unions, and bargain collectively. The law prohibits anti-union discrimination by employers and retribution against strikers. The government generally enforces applicable laws.
Currently, four national labor confederations operate in Tunisia. The oldest and largest is the General Union of Tunisian Workers (UGTT — Union Générale des Travailleurs Tunisiens). The others are the General Confederation of Tunisian Workers (CGTT — Confederation Générale des Travailleurs Tunisiens), the Tunisian Labor Union (UTT — Union Tunisienne du Travail), created in May 2011, and the Tunisian Labor Organization (OTT — Organisation Tunisienne du Travail), created in August 2013. However, based on the criteria established by the Ministry of Social Affairs in 2018, only UGTT can negotiate with the government on behalf of all Tunisian workers within the National Council of Social Dialogue, which has drawn criticism from other labor federations. UGTT claims about one third of the salaried labor force as members, although more are covered under UGTT-negotiated contracts. Wages and working conditions are established through triennial collective bargaining agreements between the UGTT, the national employers’ association (UTICA — Union Tunisienne de l’Industrie, du Commerce, et de l’Artisanat), and the GOT. These tripartite agreements set industry standards and generally apply to about 80 percent of the private sector labor force, regardless of whether individual companies are unionized. The regional tripartite commissions also arbitrate labor disputes. Employees have strong legal protections against dismissal. According to the labor code, employer bankruptcy is not a just cause for termination of an employee contract. Dismissal of an employee for economic considerations requires notification to the regional labor inspectorate for review and concurrence.
In January 2022, UGTT and UTICA signed an agreement to increase wages in the private sector in 2022, 2023 and 2024. This agreement includes an increase in the Guaranteed Minimum Wage (SMIG) and in allowances/benefits. This convention implements the agreement signed on September 19, 2018 between the two organizations