Investment Form in Tunisia: Non-Resident Investor Guide
The investment form filed with the Central Bank of Tunisia is the key document that allows a non-resident investor to transfer dividends, sale proceeds and repatriate invested capital. Explanations and best practices.
When a non-resident investor, whether Tunisian living abroad or foreign, makes an investment in Tunisia, one of the most important formalities to complete is the declaration of that investment to the Central Bank of Tunisia through the Investment Form.
Too often overlooked when a company is incorporated, this formality is nevertheless the key document that allows the investor to preserve the right to transfer dividends, proceeds from the sale of shares or units, and the repayment of invested capital.
What is the investment form?
The investment form is an electronic declaration submitted on the dedicated platform of the Central Bank of Tunisia:
Official BCT platform: https://fiche-invest.bct.gov.tn/FichInvest/
It allows the Central Bank and the authorized intermediary bank to identify and trace an investment made in foreign currency by a non-resident. It constitutes the regulatory evidence that the invested funds were brought into Tunisia in accordance with foreign exchange regulations.
Who is concerned?
The declaration obligation applies to non-resident investors, whether Tunisian nationals living abroad or foreign nationals, and whether they are individuals or legal entities.
The regulations apply in particular to:
- the incorporation of a company in Tunisia;
- participation in a capital increase;
- acquisition of shares or company units;
- shareholder current account financing where permitted by the regulations;
- acquisition of real estate in the cases provided for by applicable rules.
Why is the investment form so important?
The investment form is probably the most important document in the non-resident investor's file. When dividends are distributed, shares are sold, or the investment is liquidated, the bank responsible for the transfer abroad will generally require proof that the initial investment was declared in accordance with foreign exchange regulations.
Without an investment form, there is no secure repatriation
In practice, the absence of an investment form may prevent the investor from:
- transferring dividends abroad;
- repatriating the proceeds from the sale of shares or company units;
- recovering capital upon liquidation of the investment.
Many investors unfortunately discover this issue several years after incorporating their company, when they wish to receive profits or sell their participation.
What is the deadline for filing the declaration?
Article 6 of Central Bank of Tunisia Circular No. 2018-14 provides that the non-resident investor must complete the investment form within two months from the date on which the investment is made.
In the case of a company incorporation, it is strongly recommended to complete this formality as soon as the company is finally incorporated, after obtaining the extract from the National Business Register and completing the legal formalities.
Waiting several months or several years may considerably complicate the regularization of the file and the justification of financial flows with banks and the Central Bank.
Which texts govern non-resident investments?
The legal framework is mainly based on:
- Law No. 2016-71 of 30 September 2016 on Investment.
- The Foreign Exchange and Foreign Trade Code, promulgated by Law No. 76-18 of 21 January 1976 as amended.
- Decree No. 77-608 of 27 July 1977, setting the conditions for application of the Foreign Exchange and Foreign Trade Code.
- Central Bank of Tunisia Circular No. 2018-14 of 26 December 2018, governing foreign-currency investments by non-residents in Tunisia, the declaration procedures through the investment form, and subsequent transfers of income and sale proceeds.
Conclusion
For any non-resident investor, whether Tunisian living abroad or foreign, the investment form is not a mere administrative formality. It is the central document that secures the investment and guarantees the future possibility of transferring dividends, capital gains, or invested capital.
Our firm assists investors and companies in preparing investment files, foreign exchange supporting documents, and validating investment forms with banks and the Central Bank of Tunisia.
The most common mistake to avoid when incorporating a company by a non-resident investor
Following the reforms introduced by Tunisian investment legislation and the simplification of business incorporation procedures, immediate payment of share capital is no longer systematically required when a company is incorporated. This flexibility has made incorporation procedures easier, but it has also generated a recurring mistake among many non-resident investors.
In practice, some investors sign the articles of association and complete the final registration of their company with the National Business Register without first transferring the funds corresponding to their capital contribution. A few months later, when they wish to establish their investment form with the Central Bank of Tunisia, they face a major difficulty: the absence of banking references allowing the investment transaction to be identified and the importation of foreign currency to be justified.
Best practice: to avoid any future difficulty, it is strongly recommended that the non-resident investor pay up the capital contribution as soon as the company is finally incorporated, or even before the articles of association are signed, into an unavailable capital account opened with a Tunisian bank.
