In Tunisia, the majority of closed companies rely on trust-based equilibria that the Commercial Companies Code only partially locks in. Between systematic legal thresholds, intergenerational transmission and openness to investors, the shareholders’ agreement becomes the governance instrument that the articles of association cannot fully provide.
A Network of Closely Held Companies with Rarely Codified Balances
The National Directory of Enterprises recorded 836,808 private enterprises in 2024, of which 87.1% had no employees. The core cluster affected by the pact lies elsewhere: in 2023, there were 146,524 SARL and 6,420 SA, i.e., nearly 153,000 multi-member companies according to our calculation.
IACE contends that more than 90% of the industrial fabric is family-owned. Yet survival figures are harsh: 30% of family businesses reach the second generation, 12% the third, 3% the fourth. In the survey presented by IACE, only 28% of managers had undertaken transmission actions. A four-year qualitative study of five Tunisian family SMEs, published in 2023, places at the heart of the conflicts a founder who cannot let go.
What the Articles of Association Guarantee, and What They Omit
The code protects through thresholds. In a SARL, 5% of the capital is enough to put an item on the agenda or to propose a statutory auditor. Ten percent triggers a social action against the manager and the request for a management audit. Twenty percent require a statutory auditor, 25% allow filing in court to revoke the manager for a legitimate cause.
The modification of the articles requires 75% of the capital, or two-thirds of those present on second call if provided for in the articles, with no possibility of unanimity. A dividend of at least 30% of profits must be distributed at least once every three years, unless there is a unanimous decision to the contrary.
These thresholds say nothing about the stalemate between two 50% shareholders, the exit price of a shareholder, the replacement of a departing founder, or the entry of heirs. The articles are public, rigid to amend and subject to legal ceilings. For a transfer to a third party in a SARL, the approval requires the majority of partners representing at least three-quarters of the capital, and the articles cannot impose harsher conditions. If refused, the partners must buy back the shares within three months, at the price fixed by an expert in the absence of agreement.
Article 3: A Regulated Freedom of Contract
