Tunisia’s mergers and acquisitions (M&A) landscape operates under a robust legal and regulatory framework designed to promote transparency, fair competition, and investor protection.
At its core, the Commercial Companies Code forms the cornerstone of corporate transactions, governing company formation, restructuring (mergers, spin offs), share transfers, and corporate governance.

Depending on the company’s legal structure, other legal frameworks may also apply, such as Law No. 94-117 of November 14, 1994, on the Reorganization of the Financial Market and the General Regulation of the Stock Exchange (approved by the decision of the Minister of Finance on February 13, 1997, as amended by subsequent decisions).

Generally, tax code and labor code also apply. Tax considerations, including capital gains and corporate income tax, are governed by the Tax Code, which provides specific incentives for eligible transactions. On the labor front, employee rights during M&A processes are protected under Labor Law (Labor Code and Collective Bargaining Agreements), which mandates consultation with worker representatives and safeguards employment conditions.

Based on the specifics of the transaction other foundations can apply including from anti-trust perspective the law n° 2015-36 of September 15, 2015, relating to the reorganization of competition and prices aiming at ensuring market fairness by requiring Competition Council approval for transactions that could create dominant market positions or restrict competition.

The activities of companies engaged in the M&A process may also be subject to specific legislation that governs such transactions, such as the banking sector, which is regulated by Law No. 2016-48 of July 11, 2016, concerning banks and financial institutions.

Complementing this foundation, investment activities are facilitated by key legislation, including Investment Law No. 2016-71 (September 30th, 2016), which establishes the general investment framework; and Law No. 2019-47 (May 29th, 2019), aimed at improving the investment climate.

Regarding competition aspects, Law No. 2015-36 (September 15th, 2015) mentioned above ensures market fairness by requiring Competition Council approval for transactions that could create dominant market positions or restrict competition.

For international transactions, cross-border M&A deals must comply with Foreign Exchange Regulations, requiring Central Bank of Tunisia approval for foreign currency transactions in compliance with the foreign exchange regulation notably the foreign exchange and international trade code and the decree no. 77-608 of July 27, 1977, establishing the conditions for the application of the said code.

The relevant regulatory authorities vary based on the specific features of the transaction, such as the Central Bank of Tunisia, the Financial Market Council (CMF) and the Competition Council.

This comprehensive framework ensures a balanced approach to economic growth while protecting stakeholder interests, offering clear guidelines for both domestic and international investors.

The Tunisian M&A market is currently navigating a complex but promising landscape, shaped by a post-pandemic recovery and a series of strategic economic and legal reforms. While the country continues to face certain structural challenges, its strategic advantages—notably its proximity to Europe and a highly skilled workforce—are driving renewed investor interest. The market is maturing, moving towards more sophisticated transactions where the focus is increasingly on digital transformation, energy transition, and the integration of local industries into global value chains.

Government initiatives aimed at improving the ease of doing business, combined with a robust legal framework for investment, have created a more resilient environment for corporate activity. We are observing a trend where investors are looking beyond traditional sectors, seeking opportunities in high-growth areas like tech and green energy. This evolution reflects a broader pivot in the Tunisian economy, where the objective is to balance fiscal stability with a dynamic, private-sector-led growth model. Consequently, the current state of the market is one of cautious optimism, characterized by a steady flow of strategic acquisitions and a clear path toward regional economic integration.

The Tunisian economy is currently undergoing a strategic pivot, positioning itself as a natural nearshoring hub for European value chains. This geographical and economic proximity has catalyzed significant M&A activity across several high-value sectors. The renewable energy sector is perhaps the most emblematic of this trend. Leveraging an exceptional solar resource and major regional interconnection projects like ELMED, Tunisia is establishing itself as a future energy hub for the Mediterranean. Recent milestones in this field have been marked by the signing of several agreements for the construction of large-scale photovoltaic plants across various regions of the country, signaling strong and continued confidence from international investors in Tunisia’s green transition

The industrial sector remains a cornerstone of the M&A landscape, particularly within high-value-added industries such as aeronautics, automotive components, and electronics. These sectors have successfully integrated local expertise with European standards, making them prime targets for consolidation and strategic partnerships. Simultaneously, the banking and financial services sector is experiencing a period of transformation, driven by regional consolidation and significant digital banking investments from both European and Gulf-based investors seeking to capitalize on the modernization of the local financial infrastructure.

Tunisia’s vibrant tech ecosystem, bolstered by the innovative framework of the “Startup Act,” continues to release remarkable energy in fields such as FinTech, AgriTech, and HealthTech. This supportive environment has turned the country into a recognized innovation laboratory within Africa, attracting venture capital and strategic ICT transactions. Furthermore, traditional strengths in agribusiness—specifically in olive oil and date exports—remain highly active as they pivot toward sustainable food technologies. Post-pandemic healthcare investments also show resilience, with a clear focus on pharmaceutical manufacturing and MedTech startups, further diversifying the M&A opportunities in the region.

The Tunisian M&A landscape over the next twenty-four months will be primarily shaped by a profound modernization of the investment and regulatory framework. We are currently witnessing a strategic shift from a restrictive authorization-based system toward a “trust-based regime.” This overhaul aims to drastically simplify administrative procedures, increase the transparency of incentives, and reduce the time-to-market for large-scale projects. For international investors, this evolution translates into enhanced legal certainty throughout the project lifecycle, acting as a powerful catalyst for confidence in a highly competitive regional environment.

The second decisive factor is the highly anticipated reform of the Foreign Exchange Code. This structural project is designed to progressively liberalize capital flows, which is essential for facilitating cross-border transactions and deepening Tunisia’s integration into the global economy. By modernizing exchange controls, the reform will streamline the repatriation of proceeds and capital movements, addressing one of the primary considerations for foreign institutional investors and significantly boosting the liquidity of the M&A market.

Finally, the digital transformation of the administration and the judiciary will play a crucial role in fostering a more agile business ecosystem. The ongoing dematerialization of legal and administrative procedures, combined with the “tech-enablement” of traditional sectors, is creating a more modern and attractive environment.

The acquisition of publicly traded companies in Tunisia is primarily governed by the Law on the Reorganization of the Financial Market and the General Regulation of the Stock Exchange, under the rigorous oversight of the Financial Market Council (CMF). The most common route for a significant acquisition is the Public Tender Offer (OPA), which can be either voluntary or mandatory. A mandatory tender offer is triggered when an acquirer, acting alone or in concert, crosses the threshold of 40% of the capital or voting rights of a listed company. This mechanism is designed to protect minority shareholders by ensuring they have the opportunity to exit at a fair price, supported by an independent valuation and prior approval from the CMF.

In addition to formal tender offers, acquisitions can be effected through block trades on the Tunis Stock Exchange (BVMT). These transactions are subject to strict transparency requirements, notably the mandatory disclosure of threshold crossings. Any investor reaching or exceeding specific levels of participation must notify the company, the CMF, and the Stock Exchange within a prescribed timeframe. These disclosures are vital for market integrity, as they signal potential changes in corporate control to the investing public.

Alternative methods of acquisition include statutory mergers or demergers, which require the approval of extraordinary general meetings of the companies involved, typically requiring a two-thirds majority of the represented shares. In specific scenarios where a majority shareholder reaches a dominant position, squeeze-out procedures may be initiated to consolidate full control. Regardless of the method chosen, large-scale transactions must also comply with competition law; the Competition Council must be notified of any economic concentration that exceeds the market share or turnover thresholds defined by current legislation to ensure that the transaction does not adversely affect market fairness.

Tunisian publicly listed companies must disclose comprehensive information through the Tunis Stock Exchange (BVMT) and Financial Market Council (CMF), including audited financials, ownership structures, and material events, while private companies provide basic registration data through the National Business Registry (RNE). Documents such as general meeting minutes and financial statements are often publicly available for certain companies in the RNE platform, primarily older filings. However, new filings are not usually published immediately, as updates to the RNE database can take some time. In some cases, to access this information, a formal request must be submitted, and granting access is at the sole discretion of the RNE, which controls access to the registered company’s files.

During acquisitions, public targets must disclose material information for regulated transactions like tender offers, whereas all companies typically require NDAs before sharing sensitive operational or financial details in data rooms – though private targets often limit disclosures due to competitive concerns, requiring acquirers to supplement RNE data with tax records, social security filings (CNSS) for complete due diligence.

In Tunisia, M&A due diligence is conducted with rigorous attention to detail, with its scope and depth carefully tailored to the transaction’s value, the target’s sector, and its regulatory status. For acquisitions involving publicly listed companies, the process is significantly streamlined by the mandatory disclosure requirements of the Financial Market Council (CMF) and the Tunis Stock Exchange (BVMT). In these cases, investors rely on a robust baseline of audited financial statements, typically covering the last three to five years, along with public filings regarding ownership structures and material contracts.

Conversely, due diligence for private companies requires more extensive cooperation from the target to access critical operational data. This is typically managed through structured virtual data rooms that consolidate sensitive financial records, tax filings, and intellectual property documentation. The standard due diligence framework in Tunisia systematically examines legal and regulatory compliance, with a particular focus on corporate governance, pending litigation, and the validity of sector-specific permits. A critical component often involves a review of tax compliance and verifying compliance with foreign exchange regulations and social security obligations (CNSS), as these areas frequently present significant contingent liabilities in the Tunisian market.

Tunisian companies operate under a clear governance framework where ultimate authority rests with the Shareholders’ General Meeting. This body holds two distinct types of assemblies: Ordinary General Meetings for routine matters, such as the approval of financial statements, dividend declarations, and the appointment or renewal of directors and auditors, requiring a simple majority; and Extraordinary General Meetings for major structural changes, such as capital increases or articles of association amendments, which necessitate a two-thirds majority.

The leadership structure is determined by the company’s legal form. For Joint-Stock Companies (Société Anonyme), management is typically vested in a Board of Directors, which oversees strategic decisions and executive appointments. Depending on the chosen governance model, the Board may appoint a Chairman and Chief Executive Officer (PDG) who holds unified powers, or opt for a separation of roles between a Chairman of the Board and a General Manager (Directeur Général) responsible for day-to-day operations.

In contrast, Limited Liability Companies (SARL) are managed by one or more managers (Gérants) who handle both operational management and legal representation.

Shareholders in Tunisia enjoy fundamental protections, including pre-emptive rights for new share issues, the right to information regarding company records, and flexible voting options. Additional safeguards are provided for minority shareholders, who have the legal standing to request the convening of general meetings under certain conditions or to contest decisions that may constitute an abuse of majority power. Publicly listed companies are subject to even more stringent requirements.

In the context of an M&A transaction, directors of a Tunisian company owe fundamental fiduciary duties to act with care, loyalty, and within the scope of their authority. They are legally bound to ensure prudent decision-making, avoid conflicts of interest, and safeguard confidential information. Their primary responsibility lies in setting the corporate strategy and approving major transactions while maintaining rigorous financial oversight. Under the Commercial Companies Code, directors can be held both civilly and criminally liable for management errors, breaches of the articles of association, or violations of the law. This accountability is exercised through transparent reporting to the shareholders and, in the case of listed companies, under the strict scrutiny of the Financial Market Council (CMF).

Controlling shareholders, while wielding significant influence over the company’s direction, are also subject to specific legal expectations. They must act in good faith and ensure the equitable treatment of minority shareholders, particularly when navigating “related-party transactions.” In Tunisia, such transactions are subject to a strict “regulated agreements” procedure (conventions réglementées), requiring prior board authorization and subsequent shareholder approval based on a special auditor’s report. This mechanism is crucial to prevent the abuse of corporate assets and to ensure that any deal aligns with the company’s long-term interests rather than solely benefiting the majority owner.

During an M&A process, both directors and controlling shareholders have a heightened duty of transparency. They must ensure that all material information relevant to the transaction is accurately disclosed during the due diligence phase and that the decision-making process complies with the prevailing legal framework.

In Tunisia, the protection of employees during M&A transactions is fundamentally governed by the Labor Code, which ensures the continuity of employment contracts. By operation of law, all labor contracts existing at the date of the transaction are automatically transferred to the new employer. This legal continuity safeguards the seniority, professional qualifications, and accrued rights of the workforce. Under Tunisian law, a merger or acquisition does not, in itself, constitute a valid legal ground for dismissal. Any restructuring involving redundancies must strictly follow the mandatory procedures for economic layoffs, requiring justified grounds and oversight by the relevant labor authorities.

Regarding social dialogue, while the law provides for the involvement of internal representative bodies—such as the Commission Consultative d’Entreprise—their role in the context of an M&A deal is primarily one of information and consultation. These bodies must be informed of structural changes that impact the organization or the workforce, but they do not possess a right of veto or approval over the transaction itself. Furthermore, collective bargaining agreements remain enforceable after the transfer, ensuring that the existing framework of social benefits and working conditions is preserved unless specifically renegotiated with trade union representatives.

Other stakeholders, particularly creditors, benefit from specific statutory protections under the Commercial Companies Code. In the event of a merger or demerger, creditors whose claims predates the transaction have a formal right of opposition. This right must be exercised within the legal timeframe following the official publication of the merger project. While an opposition does not automatically stay the transaction, it allows the court to intervene, potentially requiring the company to provide adequate security or guarantees to ensure the creditor’s interests are not jeopardized by the new corporate structure.

Finally, stakeholder rights are often reinforced by sector-specific regulations. In regulated industries such as banking, insurance, or telecommunications, the transaction is subject to the prior approval of the competent regulatory authorities. These authorities evaluate the impact of the deal on market stability and the interests of consumers, ensuring that the transaction complies with the specific requirements of the sector.

Conditionality is a well-established and essential feature of the Tunisian M&A market, serving as a sophisticated mechanism to allocate risk and ensure regulatory compliance before a transaction reaches “closing.” The use of conditions precedent (CPs) is standard practice, particularly in complex or cross-border deals, and their enforceability is grounded in the general principles of the Code of Obligations and Contracts and the Commercial Companies Code. These conditions ensure that neither party is bound to finalize the transfer until specific, objectively verifiable events have occurred or necessary authorization has been obtained.

The most common regulatory conditions include mandatory clearances from the Competition Council for economic concentrations and prior approvals from sectoral regulators in industries such as banking, insurance, or telecommunications. A critical component for cross-border transactions involves obtaining the necessary foreign exchange authorizations from the Central Bank of Tunisia (BCT). These approvals are fundamental to ensuring the legality of currency transfers and the subsequent protection of the investor’s right to repatriate capital and dividends.

Beyond these sovereign requirements, transactions frequently hinge on corporate authorizations, such as the approval of an Extraordinary General Meeting (EGM) for mergers or significant asset disposals. Furthermore, the “satisfactory outcome” of due diligence covering tax, legal, and financial aspects can be structured as a condition precedent, allowing the acquirer to withdraw or renegotiate if material liabilities are uncovered.

An acquirer typically secures exclusivity by including a legally binding exclusivity clause (or “no-shop” provision) within a Letter of Intent (LOI) or a Memorandum of Understanding (MoU). While the overall transaction remains subject to final documentation, the exclusivity provision is structured as a standalone, enforceable commitment. This prevents the seller and the target company from engaging in negotiations, soliciting offers, or providing sensitive information to third parties for a specified period.

Under the Tunisian Code of Obligations and Contracts, these arrangements are governed by the principle of good faith. To reinforce this commitment, parties may include break-up fees or liquidated damages, which act as a financial deterrent against a breach of exclusivity. Such clauses are generally enforceable in Tunisia, provided they are reasonable and do not contravene public policy or competition laws. This mechanism allows the acquirer to commit resources to due diligence and valuation with the assurance that the target will not be diverted to a competing bidder during the agreed timeframe.

Beyond exclusivity, acquirers in Tunisia rely on a robust framework of contractual safeguards to manage post-closing risks. The cornerstone of this protection is the Representation and Warranties section of the Share Purchase Agreement, which is systematically backed by a Warranty and Indemnity clause (Garantie d’Actif et de Passif). This clause ensures the seller remains liable for any undisclosed liabilities or asset devaluations originating from the pre-closing period. These provisions are highly customizable, allowing parties to define specific indemnity thresholds, caps, and survival periods for claims.

To ensure the effectiveness of these guarantees, price retention mechanisms are frequently used. This can take the form of an escrow arrangement (séquestre), where a portion of the purchase price is held by a third-party agent or a dedicated bank account for a specified duration to secure potential claims.

Additionally, break-up fees can be integrated as liquidated damages (dommages-intérêts conventionnels) to cover due diligence and transaction costs if a party fails to fulfill its obligations without valid legal grounds.

Cash remains the most prevalent form of consideration in Tunisia due to its straightforward execution and immediate liquidity. However, in transactions involving public companies or strategic mergers, stock consideration is frequently utilized. For transactions characterized by valuation gaps, earn-out provisions are increasingly adopted. These clauses link a portion of the purchase price to the target’s future financial performance metrics, providing a risk-sharing bridge between the buyer and the seller.

Additionally, for cross-border deals, all forms of consideration must be structured in full compliance with the Central Bank of Tunisia (BCT) regulations to ensure the validity of the investment and the future repatriation of funds.

For companies listed on the Tunis Stock Exchange (BVMT), disclosure is mandatory when an acquirer crosses the statutory thresholds of 5%, 10%, 20%, 33.3%, 50%, or 66.6% of the capital or voting rights. Such notifications must be filed with the Financial Market Council (CMF) and the target company within five stock exchange days. A critical milestone occurs at the 40% threshold, which typically triggers a Mandatory Takeover Bid (OPA Obligatoire) for the remaining shares, protecting minority interests.

In contrast, acquisitions of private companies are not subject to these stock market disclosure rules. However, transparency is maintained through sectoral requirements. Change-of-control transactions in regulated industries (e.g., banking or insurance) require prior approval from the Central Bank of Tunisia (BCT) or the relevant ministry. Furthermore, foreign investments must be declared to the Tunisian Investment Authority (TIA) to ensure compliance with the Investment Law.

For private companies, there is no general legal requirement for public disclosure during negotiations. Confidentiality is strictly maintained through Non-Disclosure Agreements (NDAs) and interim restrictive covenants. Public transparency is only triggered at later stages by specific statutory requirements, such as publication to allow for creditor opposition, or when filing for clearances with competent authorities.

For publicly listed companies, the regime is significantly more stringent. Under CMF regulations, an issuer must immediately disclose any “material fact” or inside information that could significantly impact the share price. While preliminary negotiations can remain confidential to protect the transaction’s success, disclosure becomes mandatory as soon as a binding agreement is signed even if subject to conditions precedent. If a “leak” occurs or if unusual price movements are detected during the negotiation phase, the CMF may compel the parties to issue an immediate clarifying statement to ensure market integrity.

In practice, for listed targets, custom dictates that a press release is issued jointly by the parties once the main terms (price, structure, and key conditions) are finalized. This ensures compliance with insider trading prohibitions and provides equal information to all shareholders. For private deals, disclosure remains a matter of contractual strategy, typically reserved for the post-closing phase unless regulatory filings necessitate an earlier announcement.

While there is no maximum period that governs M&A due diligence or negotiations, market practice establishes efficient timelines typically ranging from 4 to 8 weeks for standard transactions. Three key factors significantly influence duration: (1) deal complexity – with regulated sectors like banking or telecoms often requiring extended reviews for compliance verification; (2) the target’s preparedness – including the availability and organization of financial/legal records which can accelerate or delay the process; and (3) acquirer requirements – where comprehensive legal, financial and tax due diligence demands more time than high-level reviews. Competitive processes may compress timelines, while complex cross-border deals frequently exceed 8 weeks, with all timelines being contractually defined through NDAs or Letters of Intent.

There is no statutory maximum period under Tunisian law between the announcement and the completion of an M&A transaction. The timeline is primarily driven by the satisfaction of conditions precedent (CPs) and is contractually managed through a long-stop date. If the transaction is not completed by this date, the parties are typically released from their obligations unless an extension is negotiated. This contractual milestone is essential to prevent indefinite legal uncertainty, particularly in complex deals where multiple regulatory clearances are required.

In the Tunisian market, the duration is most significantly influenced by the timelines of regulatory authorities. Foreign exchange authorizations from the Central Bank of Tunisia (BCT) can often span several months. Similarly, in regulated industries such as banking or telecommunications, the completion date remains subject to the specific statutory procedures of the relevant ministry or regulator. For publicly listed companies, the Financial Market Council (CMF) requires regular updates to ensure market transparency throughout this interim period. While straightforward private deals may close within a few months, complex or cross-border transactions frequently span six months to over a year to satisfy all legal and structural requirements.

While no statutory minimum share price exists for private M&A transactions, specific regulatory and contractual mechanisms can effectively establish price floors. For publicly listed companies, the Financial Market Council (CMF) plays a critical role in price validation. When a Mandatory Takeover Bid (OPA Obligatoire) is triggered the offer price must be justified by the acquirer. The CMF ensures this price is fair by evaluating it against a multi-criteria valuation, including the volume-weighted average share price over the preceding months and the target’s net asset value.

In private companies, a minimum price is often established through shareholders’ agreements. Clauses such as tag-along rights ensure that minority shareholders receive the same price per share as the majority exit, while floor price clauses may be negotiated in venture capital or private equity deals. Furthermore, in regulated sectors like banking or insurance, the Central Bank of Tunisia (BCT) or the Ministry of Finance may scrutinize the transaction price to ensure it reflects the fair value of strategic financial assets. Finally, under the Commercial Companies Code, if a merger or a squeeze-out is contested, a court-appointed expert may be required to determine a fair exchange ratio or share value, effectively setting a judicial price floor to protect minority interests.

Target companies are prohibited from providing financial assistance to facilitate the acquisition of their own shares, whether directly or indirectly. This prohibition covers loans, guarantees, security arrangements, or any other support that could help finance the purchase of the company’s shares. There are limited exceptions such as standard banking operations conducted in the ordinary course of business and duly authorized employee stock ownership programs that comply with all legal requirements.

Acquisition agreements for domestic transactions are almost exclusively governed by Tunisian law, specifically the Code of Obligations and Contracts and the Commercial Companies Code. For cross-border deals, while parties may elect a foreign law (such as English or French law) to govern the contractual provisions of the Share Purchase Agreement (SPA), this choice is subject to significant limitations.

Regardless of the chosen governing law, Tunisian law remains mandatory for all matters related to the validity of share transfers, corporate authorizations, and regulatory compliance. Furthermore, provisions affecting Tunisian public policy (ordre public), such as employment regulations, tax obligations, and foreign exchange controls, cannot be circumvented by a foreign law. In practice, even when a foreign law is selected for the SPA, a “Transfer Deed” or “Share Transfer Form” governed by Tunisian law is systematically executed to satisfy local filing and registration requirements.

When acquiring a listed company in Tunisia, the buyer is primarily required to prepare a Note d’Information (Prospectus), which must receive a formal visa from the Financial Market Council (CMF) before publication. This document is the cornerstone of the transaction, disclosing the acquirer’s identity, the purchase price, the financing arrangements, and the strategic objectives for the target company over the medium term.

In the case of a Mandatory Takeover Bid (OPA), the buyer must also appoint an independent expert to issue a report justifying the fairness of the offer price. Throughout the process, the buyer and the target must issue joint press releases at key milestones, such as the crossing of statutory thresholds, to ensure market transparency. Once the transaction is completed, a final public notice is published in the CMF’s official bulletin to inform the market of the final shareholding structure and the outcome of the offer.

For Limited Liability Company (SARL), a written share transfer agreement with legalized signatures is mandatory, followed by registration with the Tax Authorities and filing with the National Business Register (RNE). For a Joint Stock Company (SA), the transfer is documented via a transfer order signed by the transferor and transcribed into the company’s shareholders’ ledger. If the Company is listed, the transaction must be executed through a licensed broker who handles the buy/sell orders and the settlement.

For foreign investors, compliance with Central Bank of Tunisia (BCT) regulations to ensure the future repatriation of dividends and sale proceeds.

Hostile takeovers are uncommon in the Tunisian M&A market. This rarity is primarily due to the concentrated ownership structure of most Tunisian companies, which are typically controlled by founding families or tight-knit institutional groups. This makes unsolicited bids practically difficult to execute without prior consensus from the core shareholders.

Directors of a Tunisian target company are protected primarily by the Mandatory Takeover Bid (OPA) rules, which ensure a transparent and regulated process once an acquirer reaches a specific voting threshold. While the board can seek an alternative buyer or propose defensive capital increases, such actions must always be authorized by the shareholders and serve the company’s best interest.

Once a hostile offer is officially filed, the board is bound by a duty of passivity, preventing it from taking exceptional measures to frustrate the bid without prior shareholder approval. In practice, the most effective protection remains the concentrated ownership structure of most Tunisian companies, where founding families or institutional groups typically hold blocking positions, making unsolicited takeovers nearly impossible without their consent.

Under Tunisian capital market regulations, a Mandatory Public Takeover Bid is triggered whenever an acquirer, acting alone or in concert, reaches a statutory threshold of voting rights in a listed company. This mechanism is designed to ensure equal treatment of all shareholders by allowing them to exit the company under the same financial conditions as the majority seller.

The Financial Market Council (CMF) strictly enforces this requirement, which can also be triggered by a significant increase in an existing majority stake within a short period. The offer price must be justified by a multi-criteria valuation and is subject to the CMF’s prior approval to ensure it is fair and equitable. Exemptions are rare and typically limited to specific restructuring cases or court-ordered transactions.

Minority shareholders benefit from legal protections that preserve their fundamental rights, primarily through full participation in shareholder meetings and the ability to influence strategic decisions requiring extraordinary approval. Under the Tunisian Commercial Companies Code, they are protected against dilution by pre-emptive rights and can challenge corporate decisions through the legal concept of abuse of majority if a resolution serves only the majority’s interest to the detriment of the company. These safeguards ensure that even without control, minority investors maintain a voice in the company’s core governance and capital structure.

Shareholders reaching a qualifying ownership threshold gain additional administrative and judicial tools, such as the right to access detailed corporate records or submit petitions to the court. Furthermore, in a Joint Stock Company (SA), a sufficient minority holding can exercise a blocking minority to veto structural changes or amendments to the bylaws. The legal framework is further bolstered for listed entities by the Financial Market Council (CMF), which ensures equitable treatment through mandatory exit and tag-along mechanisms during ownership transitions.

Compulsory acquisition of minority stakes is a mechanism primarily available for listed companies under the supervision of the Financial Market Council (CMF). When a majority shareholder reaches a near-total ownership threshold, they may trigger a Mandatory Buyout Offer. This regulated process ensures that the remaining minority shares are purchased at a fair price, determined by an independent valuation and subject to the CMF’s approval to protect the rights of outgoing investors.

For unlisted (private) companies, Tunisian law does not provide an automatic statutory squeeze-out based solely on ownership levels. In these cases, the exit of minority shareholders is generally governed by drag-along clauses within a private Shareholders’ Agreement or through specific judicial procedures in the event of a deadlock or serious misconduct. This framework maintains a balance between the majority’s need for ownership consolidation and the fundamental right of property protected by the Commercial Companies Code.