New reforms in Tunisia aim to improve business climate, boost communication and combat illegal activity

Designed as a replacement for the former business register, the National Business Register (Registre National des Entreprises, RNE) Law No. 52 of 2018 passed on September 29 and was implemented on February 6, 2019. The reform has multiple objectives. First, it seeks to simplify procedures and shorten the time needed to set up a company, permanent establishment or economic interest group. Second, it looks to improve the business climate by giving private operators better access to information. Lastly, it aims to improve the ability of the government to combat illegal activities, such as money laundering, terrorist financing and tax evasion, notably through better access to information and a better exchange of information between the different administrative bodies.

The Basics

The RNE contains four sub-registers:

• The commercial register lists merchants, craftsmen, commercial companies, permanent establishments, local authorities, non-administrative public establishments and any legal person whose registration is made mandatory by law or specific regulations.

• The professional register lists professional societies and individuals engaged in a liberal profession providing services for a fee.

• The associations’ register, including association networks, lists duly constituted associations, as well as all their acts, contracts and registers.

• The register for effective beneficiaries comprises effective beneficiaries holding at least 20% of the economic rights in a company listed on the RNE. The simplifications and reduced times needed to create a company revolve around the following:

• Rather than announcing the creation of a new company in the Republic’s Official Gazette, the announcement is made online, allowing founders to avoid engaging with lengthy print processes. For this change to be fully effective, however, the legal obligation of publishing in the Republic’s Official Gazette should be replaced by a legal obligation to do so on the Official RNE Bulletin in all legal and related implementation decrees.

• A reduced number of documents will be required by the administration to create a company.

• Companies are allowed to register and to update related information online, with registration fees reduced to promote formalisation.

Better Together

Increased access to information and communication between administrative bodies and the implementation of a single ID number for companies should improve the ability of the government to fight illegal activities. The former system required multiple identification numbers for one firm, which contributed to confusion and hindered communication between the various administrative bodies. The use of a single ID number will also facilitate communication between government offices, such as the central bank, the Customs Office, the National Social Security Fund, the Agency for the Promotion of Industry and Innovation, and the presidency, among others.

In addition, the RNE will provide the identification data of administrators, associates, directors and judiciary decisions linked to operating a business. This applies to new enterprises as well as those already listed on the business register. Companies are required to update their RNE filings, and were given until the September 10, 2019 to do so. The law also includes sanctions for non-complying companies. In the case of infringement or false declarations, penalties range from fines to prison sentences of up to five years, depending on the severity of the recorded violations.

Major technical difficulties were recorded following the implementation of the RNE. As of the end of July 2019 these difficulties had not yet been fully resolved. However, the rapid improvement in the quality of services provided by the RNE leaves room for optimism.

OBG would like to thank Meziou Knani & Khlif for its contribution to THE REPORT Tunisia 2019

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The Report: Tunisia 2019

Legal Framework chapter from The Report: Tunisia 2019

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