Creating a company and naming it “holding” involves a choice that commits to far more than a mere commercial designation.
In Tunisian law, a holding company is not an autonomous corporate form but a conditioned legal qualification that is activated only when a precise set of cumulative criteria is met. Between the Commercial Companies Code, the 2016 Banking Law, and the successive tightenings of finance laws, the boundary between a participation company and a simple commercial company responds to a regulatory configuration that is demanding and regularly reinforced.
A qualification embedded in the law of corporate groups
The Commercial Companies Code does not grant holding the status of a distinct corporate form. Indeed, it inserts it into group law, under the heading dedicated to the group of companies. Article 461 defines the group as a set of legally autonomous companies but linked by common interests, of which one, the parent company, exercises over the others a legal or de facto power ensuring a unit of decision-making.
Control is characterized by three alternative hypotheses that consist of holding a fraction of the capital conferring the majority of voting rights, holding that majority by virtue of an agreement concluded with other shareholders, or the de facto determination of the decisions taken at the general meeting.
Article 462 requires that the parent company take the form of a joint-stock company, and Article 463 specifies that it is only qualified as a holding if its activity is strictly limited to the holding and management of participations, to the exclusion of any of its own industrial or commercial activity, and that its holding status must moreover appear on all documents it issues.
The corporate form and share capital
