The SARL (limited liability company) and the SUARL (single-shareholder limited liability company) are the two most-used forms by Tunisian entrepreneurs. The choice between the two is not anecdotal: it commits taxation, governance and the company's transferability for years.
Capital and shareholders. The SARL requires a minimum of two shareholders (maximum 50). The SUARL, as its name indicates, has only one shareholder. The minimum capital is TND 1,000 in both cases, fully paid up at subscription. Beyond this baseline, the firm's practice shows that token capital weakens the case before third parties — banks, lessors, administration.
Tax regime. Both forms fall under corporate income tax at the standard rate (15 % since the Finance Act 2024). Dividend distribution is subject to a 10 % discharging withholding. The major difference relates to the manager's social regime: deemed-employee in SARL with minority management, self-employed in SUARL.
Governance. In SARL, important decisions (share transfer, articles modification) require a qualified majority — hence the major interest of an upfront shareholders' agreement. In SUARL, governance is by construction simplified, but the entry of a second shareholder imposes conversion to SARL.
Our recommendation. For a solo project intended to remain so (consultant, liberal profession), the SUARL is the natural form. For a collective project or one intended to welcome minority investors, the SARL — or directly the SA — imposes itself, with a shareholders' agreement drafted upfront.