It's often the first question founders ask: do you have to go through a lawyer to create a company in Tunisia? The short answer is no, not for a standard SARL or SUARL. But the law does reserve certain acts for lawyers, and there are situations where legal advice is well worth the fee.
This guide explains what the law says, when a lawyer is mandatory, when one is simply useful, and the alternatives for a standard file.
In short
- For a SARL or SUARL with cash capital, the law does not require a lawyer.
- A lawyer is mandatory to draft the articles of association (statuts) when a business (fonds de commerce) or real estate is contributed to the capital: without one, the act is void.
- A lawyer is strongly advisable for a complex shareholders' agreement, a foreign parent company or different classes of shares.
- For a standard file, what matters isn't who prepares it but that it's complete and correct first time.
What the law says
The reference text is decree-law no. 2011-79 of 20 August 2011 organising the legal profession. Its article 2 gives lawyers exclusive competence in two specific cases:
- drafting the statuts of companies, and increasing or reducing their capital, whenever a business (fonds de commerce) is contributed;
- drafting contracts and deeds transferring ownership of real estate, and contracts contributing real estate to the capital of commercial companies.
The same article states that acts carried out by anyone else in these cases are "null and void". The rule is therefore clear: outside a contribution of a business or real estate, drafting the statuts of a SARL or SUARL is not reserved for lawyers.
The official APII list for incorporating a SARL or SUARL points the same way: it requires the statuts to be drafted by a lawyer, with legalised signatures, when the contribution in kind is land.
When a lawyer is mandatory
| Situation | Lawyer mandatory? | Why |
|---|---|---|
| SARL or SUARL, cash capital | No | No text reserves it for lawyers |
| Contributing a business (fonds de commerce) to the capital | Yes | Exclusive competence, art. 2 of decree-law 2011-79 |
| Contributing land or a property | Yes | Exclusive competence for real-estate contributions; also required by the APII list |
| Other contribution in kind (equipment, vehicle…) above 3,000 TND | No, but a contributions auditor must value it | APII list |
| Capital increase by contributing a business | Yes | Same article 2 |
If your project falls into one of the "Yes" rows, don't try to work around the rule: a void act weakens the whole company.
When a lawyer is useful, without being mandatory
Some files are perfectly legal without a lawyer but raise drafting questions rather than filing ones. A legal professional then adds real value:
- A shareholders' agreement with veto rights, exit, approval or non-compete clauses.
- Partners with very different weights, or a partner who contributes work rather than money.
- A foreign parent company or non-resident partners.
- A regulated activity requiring prior authorisation or a specifications document (cahier des charges), where the wording of the corporate purpose matters.
- A dispute already brewing between future partners.
In these situations, paying for tailored advice is an investment, not a wasted expense.
For a standard file: what really matters
For most creations the case is simple: two partners or a single founder, cash capital, an activity that fits an existing code. The work is mostly procedural:
- reserve the company name on the RNE website;
- draft statuts that follow the standard model;
- gather the documents required by the APII;
- file, follow up and answer any requests for correction.
The APII even provides model statuts for the SARL and the SUARL. The risk isn't legal, it's practical: one missing or badly completed document and the file comes back. Our list of documents to create a SARL in Tunisia covers everything you need.
Comparison: yourself, a lawyer or a flat-fee service
| Option | Cost of preparation | Best for |
|---|---|---|
| Do it yourself | Official fees only | Very simple file, time available, based in Tunisia |
| Lawyer | Typically 2,500–3,000 TND (≈ €742–890) | Contributions in kind, shareholders' agreement, complex structure |
| Tunisetup | 1,200 TND incl. tax (≈ €356), official fees included | Standard SARL or SUARL, in Tunisia or from abroad |
Conversions are approximate, at the BCT rate of 24 September 2026. Every cost line is detailed in our guide to the cost of registering a company in Tunisia.
Our role is clear: we prepare and file standard incorporations, and follow every correction request until registration. If your situation is one of the mandatory cases or needs real legal advice, we tell you upfront rather than file something that shouldn't be filed. You can compare both approaches on our page Tunisetup vs. a traditional law firm.
Before choosing, ask yourself these 4 questions
- Is my capital entirely in cash? If yes, a lawyer isn't mandatory.
- Is a partner contributing a business, land or premises? If yes, a lawyer is mandatory.
- Do I need special rules between partners? If yes, a professionally drafted agreement is recommended.
- Do I have time to follow the file myself? If not, a service that handles filing and corrections will save you days. That's even more true if you live abroad: see our guide to creating a company in Tunisia from abroad.
Frequently asked questions
Is it mandatory to use a lawyer to create a SARL in Tunisia?
No, not for a SARL or SUARL whose capital is contributed in cash. Decree-law no. 2011-79 reserves drafting the statuts for lawyers only when a business or real estate is contributed.
What's the risk if statuts with a real-estate contribution aren't drafted by a lawyer?
Article 2 of decree-law no. 2011-79 provides that acts carried out by anyone other than a lawyer in these cases are null and void. That's a serious risk to the company's validity.
Can an accountant create my company?
An accountant can support you through the steps and advise on tax and bookkeeping. However, cases reserved for lawyers, such as contributing a business or real estate, remain the exclusive competence of lawyers.
How much does a lawyer charge to create a company in Tunisia?
For a standard incorporation, a lawyer typically charges 2,500 to 3,000 TND, with official fees on top depending on the quote. Correction follow-up isn't always included: ask before you sign.
Can I use a free model of statuts?
Yes. The APII provides model statuts for the SARL and the SUARL. They suit standard files but must be adapted to your corporate purpose, partners and capital.
Is your project standard and you'd like to hand it over? Tell us about your company and we'll confirm within one working day whether we can take it on.
Sources
- Decree-law no. 2011-79 of 20 August 2011 organising the legal profession, article 2 — Legislation-securite.tn (in French)
- Documents required to incorporate a SARL/SUARL — APII, updated 31 August 2026 (in French)
- One-stop shop and model statuts — APII (in French)
- BCT exchange rates of 24 September 2026 — Tunisie Numérique (in French)
