Investing in Tunisia: Understanding the Authorizations Required Before Starting a Business Activity

In recent years, Tunisia has undertaken significant efforts to simplify administrative procedures in order to improve the investment climate. In this context, Government Decree No. 2018-417 of 11 May 2018 distinguishes four categories: authorizations required to carry out a business activity, listed in Annex 1; authorizations to be replaced by specifications, listed in Annex 2; administrative authorizations, provided for in Annex 3; and activities for which the administration’s silence does not constitute authorization, listed in Annex 4.

For investors, whether Tunisian or foreign, understanding this distinction helps avoid common mistakes when incorporating a company or launching a new project.

The principle: freedom to invest

Since the Investment Law entered into force, the general rule has been freedom to invest. A business activity may be subject to prior authorization only where a legislative or regulatory provision expressly requires it. Decree No. 2018-417 is an important reference for identifying activities and procedures subject to authorization, but in practice it should not be regarded as an exhaustive list of all authorizations that may apply to a project.

Important: some authorizations arise from legislation or specific sectoral regulations without being included in Decree No. 2018-417. This is notably the case for certain activities in the healthcare sector. The absence of an activity or authorization from the annexes to the Decree is therefore not, in itself, sufficient to conclude that no authorization, approval or special formality is required.

In practice, before starting an activity, an entrepreneur must check not only the annexes to Decree No. 2018-417, but also the specific laws and regulations applicable to the relevant sector.

Authorizations required to carry out an activity: Annex 1

Annex 1 to Decree No. 2018-417, as amended in particular by Presidential Decree No. 2022-317 of 8 April 2022, covers business activities whose exercise is subject to the prior grant of an approval, license or authorization by the competent authority.

These authorizations generally concern sensitive sectors in which the State seeks to exercise prior control for reasons of security, financial stability, public health or the public interest.

The activities concerned include, in particular:

• Banks and financial institutions.
• Certain insurance activities.
• Certain transport activities.
• A number of activities in the telecommunications, energy and other regulated sectors.

The authorization is therefore linked to the activity itself. Without this approval, the company may not lawfully carry on its business, even if it has been duly incorporated.

Example: a bank

A company wishing to conduct banking activities must obtain the approval required by the applicable banking regulations and issued by the competent financial-sector authorities. Without this approval, banking activities may not be carried out.

This is an authorization to carry out the activity. It concerns the very nature of the business the company intends to conduct.

Administrative authorizations: Annex 3

Annex 3 to the same Decree lists another category of procedures: administrative authorizations required to implement a project.

Unlike the authorizations in Annex 1, these authorisations do not relate to the business activity itself, but to certain operations or works required to implement the project.

These may include:

• Building permits.
• Environmental authorizations.
• Authorizations relating to the occupation of public property.
• Technical authorizations connected with equipment or the operation of a particular site.

In other words, the company already has the right to carry out its activity, but must still obtain certain administrative authorizations to build or operate the infrastructure and facilities required for that activity.

Returning to the example of the bank

A bank wishing to open its head office or a new branch must:

1. Obtain the approval allowing it to conduct banking activities.
2. Where applicable, obtain the administrative authorizations required to construct, fit out or operate its premises.

Banking approval therefore falls under Annex 1, whereas a building permit or any other authorization connected with the construction of the building falls under Annex 3.

This distinction is fundamental because the two types of authorization serve different purposes and are often issued by different administrative authorities.

Authorizations replaced by specifications: Annex 2

The purpose of Annex 2 is to list the authorizations that must be replaced by specifications. In such cases, the activity is no longer subject to prior authorization, but remains subject to compliance with the conditions laid down in the specifications published by the competent administrative authority. Several ministries accordingly make available the specifications applicable to various regulated activities.

In this situation, the entrepreneur generally no longer waits for a discretionary decision from the administration. The entrepreneur undertakes to comply with the technical, professional or organizational conditions laid down in the specifications and may start the activity in accordance with the applicable rules.

This approach is widely regarded as more favorable to investment because it shortens time frames and makes procedures more predictable.

The administration’s silence does not constitute authorization: Annex 4

Annex 4 establishes the list of activities for which the administration’s failure to respond by the expiry of the statutory time limit does not constitute authorization. For these activities, the investor must therefore obtain an express decision from the competent authority before commencing the activity concerned.

A new reform announced for 2026

The simplification process undertaken by the public authorities is not yet complete. A draft amendment to Decree No. 2018-417 has been examined as part of government work on simplifying and digitizing administrative procedures. The authorities have stated that this reform forms part of a broader program aimed at reducing administrative constraints and facilitating relations between investors and the administration.

According to the announced policy direction, this new reform should, in particular, continue the process of easing certain administrative requirements and certain conditions laid down in several sets of specifications, in order to further facilitate access to investment and business creation.

Although the final texts will need to be analyzed once they are officially published, the overall trend is clearly towards a gradual reduction in administrative barriers and an improvement in the business climate.

Key points for investors

Before launching a project in Tunisia, it is advisable to check four essential points: the authorization to carry out the activity under Annex 1, any applicable specifications referred to in Annex 2, the administrative authorizations under Annex 3 and, where relevant, the requirement for an express decision under Annex 4.

First question: is my activity among those subject to authorization under Annex 1?

If the answer is yes, obtaining the relevant approval or authorization is an essential step before starting the activity. The application submitted must be accompanied by the required documents, and the administration has the period specified in the relevant provision to grant or refuse the authorization. If no specific period is provided, the administration has 60 days to respond.

Second question: has the authorization originally required for my activity been replaced by specifications under Annex 2?

If so, the entrepreneur must comply with the conditions laid down in the applicable specifications, without applying for the prior authorization that has been replaced.

Third question: does my project require administrative authorizations listed in Annex 3?

If the answer is yes, these authorizations must be obtained in order to build or operate the facilities required for the project.

Fourth question: is my activity listed in Annex 4, for which the administration’s silence does not constitute authorization?

If the answer is yes, an express decision from the administration must be obtained before carrying out the activity concerned.

In summary, Annex 1 answers the question: “Am I entitled to carry out this activity?”; Annex 2 lists the authorizations replaced by specifications; Annex 3 concerns the administrative authorizations required to implement the project; and Annex 4 lists the activities for which the administration’s silence does not constitute authorization.

This distinction, which entrepreneurs often overlook, is nevertheless one of the keys to establishing a successful presence in Tunisia and starting operations without unnecessary administrative delay.

It is in your interest to contact us before committing to your project. We can review the proposed activity, identify the applicable sector-specific provisions and confirm the authorizations, approvals, specifications and other formalities to be completed, thereby ensuring that the appropriate process is followed.