Useful legal information for those planning to do business with the Country

Disclaimer

This website aims to provide useful legal information for those individuals or legal entities wishing to initiate any kind of relationship with Tunisia - focusing on certain aspects related to international law and domestic commercial law. This website is not intended to describe in an exhaustive manner international law or domestic commercial law, but simply to place attention on the most practical and interesting aspects for those natural or legal persons wishing to enter into business relations with the country. This website has no political content: it is free and open to all individuals who wish to make a contribution in the field of civil, commercial and administrative law. For any information, clarification or suggestion, you can contact us at: mail@decapoa.com

Tunisia è one of the central countries of North Africa, a member of the major African Unions and for a long time the seat of the Arab League.

Tunisia, with its flourishing business activity, has always presented ideal characteristics for foreign investment, thanks to its strategic location, particularly favorable incentive regulations and low cost of inputs. The past decade has therefore witnessed a relevant and articulated process of relocation of an increasing number of foreign firms to the North African Country.

Of considerable importance è is the increasingly frequent appearance on this market of potential foreign investors, companies and multinationals, interested in the renewable energy sector and the high value-added mechanics sector, which are currently the priority sectors on which the Tunisian authorities are focusing.

With regard to the political structure, Tunisia since 1956 è a presidential republic, a form of government that certainly brings it closer to the main European countries. In addition, the new Constitution, approved on January 26, 2014, undoubtedly marks a positive turning point with regard to the protection of civil rights and the division of powers, so as to guarantee as much as possible political stability within a country so rich in opportunities.

Based on the assumptions described above, this site aims to provide some suggestions to foreign companies eager to seize the opportunities offered by Tunisia, so that they can best calibrate their business strategies.

In this sense, companies interested in the Country will be able to find within the site not only a summary of the most popular commercial contracts existing in Tunisia, but, at the same time, also some useful advice that should necessarily be kept in mind before concluding any contract that will be effective in the Country.

de Capoa Law Firm, thanks to its more than thirty years of experience in the field of international law as well as to the close working relationships it maintains with qualified local professionals and native-speaking in-house associates, is able to provide those wishing to do business with the Country a quick, efficient and perfectly aware advice on the complexity of the Tunisian legal-economic reality.

Foreign investors who want to take full advantage of the many opportunities offered by the Tunisian market can do so through the conclusion of agency contracts with natural persons of Tunisian nationality or with companies established under Tunisian law.

Once the agency contract is concluded in writing, è it is necessary to file, with the central administration of the Ministry of Commerce, a declaration conforming to the investment project, signed by the’agent or sales representative.

Except in rare exceptions, è the conclusion of agency contracts on an exclusive basis is prohibited to ensure that the rules of competition are not undermined. As for the choice of applicable law, this è left to the freedom of the parties.

Therefore, the foreign investor, if he wants to conclude agency contracts, should keep in mind that the Tunisian Commercial Code does not provide for the agent any severance indemnity in case of termination of the contract, unless otherwise agreed, while it provides for an indemnity of a compensatory nature only in case of early termination of the contract for reasons not attributable to him.

Although the distribution contract is not a strong point of the Tunisian economy, which is mainly focused on retail, the Tunisian government has, for some years, been encouraging the creation of nationwide distribution networks to cope with the opening of the market and competition from foreign products.

This being said, no specific permits are required in Tunisia, except for sectors concerning alcoholic beverages, elevators, real estate agents, advertisingà. Exclusive contracts are prohibited in this area as well, and the requirement to obtain a license from the relevant authorities remains.

These are also prohibited.

&It is good to keep in mind that if the foreign investor wants to conclude distribution contracts in the Tunisian territory, he/she will have to give notice of commencement of activity to the Ministry of Commerce within one month of its commencement. In addition, if the distribution takes place by telematic or electronic means, the foreign investor will have to enclose with the communication the contract concluded for the use of the Internet site.

In particular, among other things, Law 99-41 defines the obligation on the trader to provide product warranty or after-sales service and regulates the transparency of competition through the regulation of direct producer-consumer sales to prevent the former from competing with its distributors. In practice è it gives the manufacturer the option of also acting as a distributor as long as it complies with the rules of fair competition.

At any rate, there is a list of sectors in which retailing must necessarily be distinguished from wholesaling. These include the following: fruit and vegetables, fish and food products, consumer beverages, textiles, footwear, electrical equipment, books, hardware, computer equipment.

Taking into account the fact that, in some countries – including the member countries of the European Union - , the law and jurisprudence impose on the principal house the obligation to pay the distributor, in the same way as a commercial agent, an’indemnity for creation of goodwill in case of dissolution of the relationship, in the event that the foreign entrepreneur signs a distribution contract with a person of Tunisian nationality converrà carefully consider the’advisabilityà of subjecting the relationship to the law of Tunisia.

Franchising è a relatively recent contract in Tunisia, for which the Tunisian government envisages d’encouragement measures, as witnessed by the growing popularity of franchising, a formula already developed for food and textile products.

In 2009, the Tunisian government passed Law No. 69 regulating the franchise contract, which was amended in June 2010 to establish a series of provisions governing information obligations.

In particular, Art. 14 of Law No. 69/2009 defines franchising as “the contract through which the owner of the trademark grants the right to use the trademark to a natural person or legal entity called a franchisee for the purpose of distributing products or providing services in exchange for a fee”. Also included in the grant è is the transfer of knowledge and experience by the franchisor, as well as rights to intellectual property.

First, an obligation arises on the franchisor to inform the franchisee at least 20 days before entering into the agreement.

In particular, such information concerns:

  • The franchisor’s business network and its nature, as well as the opportunities’in the sector in the Tunisian territory;
  • The’identityà of the franchisor's legal representatives, locations and internal structure;
  • The proof of the ownershipà of the trademark in the head of the franchisor;
  • The list of franchisees and information related to the franchise network in the Tunisian territory;
  •  The nature and burden of the costs required for the start-up and operation of the business;
  • The financial balance sheet of the franchisor

The rights and obligations incumbent on the franchisor are

  • The provision of services, including the transfer of know-how, technical expertise and intellectual property rights;
  • The possibility of access under certain conditions, including for its representatives, to the franchisee's premises;

In contrast, in the head of the franchisee are provided:

  • An exclusive supply agreement;
  • The establishment of an investment plan;
  • The obligation of constant reporting to the franchisor on sales and financial situation;
  • The possibility of establishing sub-franchise agreements with third parties in the geographical area entrusted to him, when the franchise agreement covers the entire Tunisian territory;
  • The payments required.

In addition, the agreement must govern the exclusive use of the brand name in the identified geographical area, non-competition obligations, the term of the contract and any conditions for renewal, the specification of confidential information and the division of advertising expenses;

Article 564 of the Tunisian Civil Code defines sale and purchase as “the contract under which one of the parties conveys the ownershipà of a thing, or a right, to’the other contracting party, for the consideration of a price which the latter undertakes to pay”.

Tunisia has not ratified the 1980 Vienna Convention on Contracts for the International Sale of Goods (CISG). Consequently, identifying the law applicable to the relationship may not be an easy task when the buyer has defaulted.

For example, the Moroccan Civil Code does not expressly provide for the possibility for the seller to reserve ownership of the property sold until the price is paid in full. This means, therefore, that any clauses containing such a provision might not be fully accepted by Moroccan judicial authorities if the contract turns out to be governed by Moroccan law.

Moroccan law.

In any case, the seller only provides warranty for defects present at the time of the conclusion of the contract or delivery.

In contrast, Tunisian law fully recognizes Incoterms terms, to which, therefore, one may legitimately refer when concluding a contract of sale and purchase with a Tunisian interlocutor. Otherwise, the regulation of the sale does not deviate from internationally recognized customs and practice.

Tunisia has always shown a strong interest in the simplification of legislation related to trade and investment. It has made this an essential element of its economic policy, through the implementation of an Export Development Program.

The aforementioned program has seen the strengthening of technical control and risk management procedures, the simplification and modernization of customs procedures, the streamlining of the administrative process, as well as the development of facilitation in the transport and logistics sector.

This program è was implemented by the Tunisian government in cooperation with the World Bank and makes Tunisia an extremely fertile ground for investment. Today, Tunisia è linked by trade agreements with more than 50 countries in the African free trade region, both bilaterally, regionally and multilaterally. Thus, once a good is imported within the Tunisian country, it will be possible to re-import it within many African states, without the need to pay duty. In addition, Tunisia entered into an agreement with the European Union in 1995, followed by a series of subsequent arrangements, which led to the creation of a vast free trade zone with the old continent as well. Prerequisite è the certificate attesting to the product’s origin in one of the EU countries.

On Jan. 1, 2008, Tunisia è fully entered the free trade zone for industrial products, while negotiations for the liberalization of the agricultural and services sectors are currently underway. This agreement has certainly had a positive impact on the country’s economy and has stimulated an increase in business competitiveness and an acceleration in trade.

È however, there is a list of products that are not exempt from tariffs: yogurt, pasta, cookies, mineral water, carpets, hand-woven fabrics. Finally, è it is necessary to acquire an import license for all those products for which Tunisia can boast of its own production.

The foreign entrepreneur wishing to invest in Tunisia will first have to make sure that he or she has taken steps to register his or her trademark in the target country, so that he or she can fully enjoy the tools recognized by the Tunisian legal system to protect intellectual property.

Therefore, Tunisia è is a party to the Madrid Agreement and its protocol on the international registration of trademarks and, consequently, the registration (or the’extension of one’s trademark) in Tunisian territory will take place according to the usual internationally codified rules.

The period of validity of a trademark è of 10 years, starting from the date of application, renewable for similar periods. A not insignificant expedient, once you have defined the trademark you want to register, è to check its novelty, by searching for trademarks that are identical or too similar to those already registered in Tunisia, and transliterate it into Arabic. In fact, terms that seem to have their own appeal in one's own language could, on the contrary, be cacophonous or have totally different meanings when translated into Arabic.

In any case, it is advisable to protect one’s trademark by registering the appropriate domain name with the ’extension “.tn”.

Activities in the Country

  • Corporation of companies, branches and corporate joint ventures
  • Contract tenders
  • Manufacturing relocations
  • M&A and due diligence
  • Business missions and negotiations
  • Contracts in accordance with local national and international regulations
  • Protection and protection of intellectual and industrial property
  • Technical regulations
  • Judicial and extrajudicial assistance
  • Judicial and extrajudicial assistance in private international law
  • Succession and family law
  • Collection of debts

Disclaimer

This website and the information it contains has been developed and provided by Studio Legale de Capoa for informational purposes only. This website is not intended to be, and is not a substitute for, legal advice. Do not use any information contained in these pages as a source of legal advice. This website contains direct links to sites that have not been prepared by Studio Legale de Capoa. These links are offered as a courtesy. The de Capoa Law Firm has no relationship with them, and their mention does not imply validation or approval. Studio Legale de Capoa is not responsible for the contents of all linked sites or any links contained in the linked sites. This website is not for advertising purposes. The de Capoa Law Firm does not intend to represent anyone seeking representation based on the review of this website anywhere where it does not comply with all laws and ethical rules. No attorney-client relationship is established between users of the website and the de Capoa Law Firm.

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