Company registers in Tunisia: the Registre National des Entreprises

The legal basis

Two government decrees dated 21 January 2019 cite loi n° 2018-52 du 29 octobre 2018 relative au registre national des entreprises (law 2018-52 of 29 October 2018 on the national register of enterprises) as their basis. Both appear in the Journal Officiel de la République Tunisienne (JORT, Official Journal of the Tunisian Republic) n° 7 of 22 January 2019 ¹. The register is run by the Centre National du Registre des Entreprises (national centre for the register of enterprises) ¹.

The OECD Global Forum on Transparency and Exchange of Information for Tax Purposes reviewed Tunisia in a report published on 6 April 2020. It states that law 52-2018 replaced law 1995-44. It says the information in the commercial register of the RNE is similar to the information in the earlier commercial register ³. The report says company formation is governed mainly by the Code des Sociétés Commerciales (CSC, commercial companies code) ³.

Reserving a company name

A government decree of 21 January 2019 sets the rules for the certificat de réservation (reservation certificate) for a company name, trade name or shop sign ¹. The certificate aims to stop the same name being given to more than one enterprise. The applicant gets priority on the name from the date of reservation ¹.

Any enterprise or its representative may file an electronic or, where needed, paper request on a form supplied by the centre ¹. The request must include proof of payment of the fees, the agent's power of attorney where relevant, and the earlier certificate number for a renewal ¹. The centre issues the certificate on the day the request is filed. It is valid for six months and can be renewed once ¹. The centre publishes a daily list of reserved names in its journal électronique officiel (official electronic journal) ¹.

• Certificate number and date of issue ¹
• Date the request was filed ¹
• Identity, address and identity card number of the applicant ¹
• Identity and address of the beneficiary ¹
• Unique identifier number where one exists ¹
• The reserved company name, trade name or sign ¹

Beneficial owners

Government decree n° 2019-54 of 21 January 2019 sets the criteria for identifying the bénéficiaire effectif (beneficial owner). It cites article 8 of law 2018-52 ². For a legal person, the beneficial owner is first the natural person or persons who hold directly or indirectly 20 percent or more of the capital or voting rights ². If there is doubt or no one is found, it is the person who controls the management, administration or general meeting by other means. If still no one is found, it is the person who holds the position of principal manager ².

For trusts, the decree names the settlor, the trustee or trustees, any protector, the beneficiaries and any natural person with final effective control ². Banks, financial firms, insurers, lawyers, accountants and notaries acting as trustees must declare that role when a business relationship starts ².

A separate decision of the Commission Tunisienne des Analyses Financières (CTAF, Tunisian financial intelligence unit), n° 2017-03 of 2 March 2017, requires reporting entities to verify beneficial owners ⁴. Checks apply when a business relationship begins, for one-off transactions of 10,000 dinars or more or wire transfers, and on suspicion of money laundering or terrorist financing ⁴. The decision lists company databases among the sources that can be used ⁴.

Keeping entries up to date

The OECD Global Forum report says that under article 26 of the RNE law, a registered person must notify any change that requires an update within one month ³. It reports that more than 70,000 late filing penalties had been applied for failure to update information on companies registered before the RNE was created ³. It says 38 percent of those entities had updated their beneficial owner information in the national register at the time of the review ³.

The report describes cooperation with the tax administration (DGI). It states that on 15 December 2019 the DGI had prepared 132 minutes (official records) that were sent to the RNE for notification ³. If the person concerned does not comply, the centre suspends the business's registration, according to the report ³.

What the OECD peer review found

The 2020 review covered the period from 1 April 2015 to 31 March 2018 and rated Tunisia Largely Compliant overall ³. The element on availability of identity and ownership information (A.1) was rated Largely Compliant. The element on accounting records (A.2) was rated Compliant ³.