In Tunisia, a company may contract with its management, but it cannot do so in any old way. Between a useful agreement and a suspect agreement, the Commercial Companies Code draws a boundary that many business leaders cross unknowingly, not out of bad faith but for lack of procedure.
A regime whose Article 200 is the keystone
Tunisian law does not prohibit the operation; it frames its path. Law No. 2009-16 of March 16, 2009 repealed the former Article 200 of the Commercial Companies Code and replaced it with text that notably addresses the avoidance of conflicts of interest and operations subject to authorization, approval, and audit.
For the manager, the right question is therefore not “do I have the right?” but “has the operation followed the prescribed circuit?” An economically balanced contract, concluded outside the procedure, remains a fragile contract.
Who is targeted, and how far does the perimeter extend?
The field is broader than the mere contract signed between the company and its manager. An agreement between the company and its president, its managing director, or its chief executive officer is subject to the prior authorization of the board of directors, and the person concerned cannot vote on the requested authorization.
The mechanism also reaches indirect schemes. The agreements concluded between the company and another company in which a manager, chief executive officer, director, or executive is also a director of the first are also subject to prior authorization.
The notion of control in the sense of Article 461 extends the vigilance to controlled companies. Finally, the remuneration of the directors explicitly falls within the scope of Article 200 II §5, as recalled by the legal commission of the Order of Chartered Accountants.
The three stages of the procedure
