SARL or SUARL? It's the first decision when you create a company in Tunisia, and it often comes down to one simple question: are you starting alone or with others? Behind that question, though, sit precise rules on management, share transfers and what you'll be able to do later.
This guide compares the two forms article by article, based on the Commercial Companies Code, so you can pick the right structure from the start.
In short
- A SUARL is a SARL with a single partner; a SARL has 2 to 50 partners.
- In both cases, liability is limited to contributions, and the Code sets no minimum capital.
- An individual can create only one SUARL, and a SUARL cannot create another one.
- Both are subject to corporate income tax: you choose based on the number of partners and governance, not tax.
- You can switch from one to the other: a SUARL becomes a SARL when a second partner joins, and vice versa.
What the Commercial Companies Code says
A SUARL isn't a separate form: it's a SARL with a single partner. Article 90 of the Commercial Companies Code says so explicitly, and article 148 states that the SARL rules apply to the SUARL unless otherwise provided.
Rules shared by both forms:
- Limited liability: partners bear losses only up to their contributions (article 90).
- Free capital: since law no. 2007-69, article 92 only says that capital is set by the articles of association (statuts) and divided into shares of equal nominal value. Some sources still quote a 1,000 TND minimum, but the Code no longer contains one.
- Registered office in Tunisia, mandatory for a SARL of Tunisian nationality (article 95).
- Excluded activities: banks, insurers, credit institutions and companies required by law to take another form cannot be SARLs (article 94).
- Legal existence only from registration (article 103).
SARL vs. SUARL: the comparison
| Criterion | SARL | SUARL |
|---|---|---|
| Number of partners | 2 to 50 (article 93) | 1 only, individual or legal entity (article 149) |
| Minimum capital | No legal minimum (article 92) | No legal minimum |
| Liability | Limited to contributions | Limited to the contribution |
| Management | One or more managers, partners or not | The sole partner, who may delegate management to only one representative (article 154) |
| Decisions | Partners' meeting | Signed by the sole partner or representative, entered in a special register initialled by the court registry (article 154) |
| Selling shares to an outsider | Approval by a majority of partners holding at least three quarters of the capital (article 109) | Free, but a new partner turns the company into a SARL |
| Number limit | None | One SUARL per individual; a SUARL cannot create a SUARL (article 149) |
| Tax | Corporate income tax | Corporate income tax |
When to choose a SUARL
A SUARL suits you if you're starting alone and want to protect your personal assets. You decide alone, without calling meetings, and it's the simplest possible setup.
Its constraints:
- One SUARL per person: if you plan several separate activities, the next ones will need another form.
- Formal decisions: every decision must be signed and entered in the special register kept at the court of first instance. Under article 154, a decision taken in breach of this rule is void.
- A single representative for management: if you live abroad and hand day-to-day management to someone locally, it can only be one person.
When to choose a SARL
A SARL is the answer as soon as there are at least two of you: co-founders, a family investor, or a partner who brings skills and takes shares.
It offers:
- Several possible managers, partners or not, so you can split roles or appoint a manager resident in Tunisia.
- Control over who joins: an outsider can only buy shares with the approval of a majority of partners holding at least three quarters of the capital. If the company refuses the sale, the partners must buy or have the shares bought within three months (article 109).
Its main trap is shared power. With two partners at 50/50, nothing passes without agreement. If you expect disagreements, have a shareholders' agreement drafted. We explain when a legal professional becomes useful in do you need a lawyer to start a company in Tunisia.
Switching from SUARL to SARL, and back
The choice isn't final:
- SUARL to SARL: when the sole partner sells part of their shares to someone else, the company has two partners and operates as a SARL. The statuts must be updated and the change declared to the RNE.
- SARL to SUARL: article 93 provides that if all the shares end up in one person's hands, the company becomes a SUARL.
If you're starting alone but know a partner will join soon, it may be simpler to create the SARL with them straight away, to avoid an amendment a few months later.
Contributions in kind: same rule for both
If a partner contributes an asset rather than money (equipment, vehicle, premises), article 100 requires it to be valued by a contributions auditor. Partners can skip this by majority if each contribution in kind is worth no more than 3,000 TND, but they then remain jointly liable to third parties for the declared value for three years.
Contributing a business or real estate additionally requires a lawyer to draft the statuts.
How to decide in 3 questions
- Are you carrying the project alone? Yes → SUARL. No → SARL.
- Do you already have a SUARL in your name? Yes → the new company will need to be a SARL or another form.
- Do you plan to bring in a partner within the year? Yes → consider the SARL straight away.
Still weighing a company against working as an individual (auto-entrepreneur, sole trader)? Read our comparison sole trader or company in Tunisia.
Either way, the incorporation file is very similar: see our list of documents to create a SARL in Tunisia, and our guide to the cost of registering a company for the budget. Both our packs cover the SARL and the SUARL at the same price: see our pricing.
Frequently asked questions
What's the difference between a SARL and a SUARL in Tunisia?
A SUARL is a SARL with a single partner, individual or legal entity. A SARL has two to fifty partners. Both limit liability to contributions and follow the same rules, except for management, decisions and share transfers.
What is the minimum capital for a SARL or SUARL?
The Commercial Companies Code has set no minimum since law no. 2007-69: capital is set by the statuts (article 92). Choose an amount that fits your first needs. Only the public limited company (SA) keeps a 5,000 TND minimum.
Can you create several SUARLs in Tunisia?
No. Under article 149 of the Commercial Companies Code, an individual can create only one SUARL, and a SUARL cannot create another SUARL.
Can a SUARL have a manager who isn't the partner?
Yes, but only one. Article 154 allows the sole partner to delegate management to a single representative, and every decision must be signed and entered in a special register.
How do you turn a SUARL into a SARL?
By bringing in a second partner, through a share sale or a capital increase. The statuts are amended and the change is declared to the National Business Register.
Still unsure which to choose? Tell us about your project: we'll recommend the right form before starting the file.
Sources
- Commercial Companies Code, 2022 edition, articles 90 to 154 — Official Printing Office, via the CMF (in French)
- Investor guide, legal forms — Tunisia Investment Authority
- Law no. 2019-47 on improving the investment climate — analysis by Boussayene Knani & Associés (in French)
- Decree-law no. 2011-79 organising the legal profession, article 2 — Legislation-securite.tn (in French)
