Tunis – The distribution of profits generated by communitarian companies is not entirely free as in a traditional commercial company, but is governed by specific rules, said Mohamed Salah Ayari, tax adviser and academic.

In a televised interview with TAP, Ayari explained that a communitarian company does not have a purely profit-driven objective, unlike commercial companies regulated under the Commercial Companies Code, such as a limited liability company (SARL) or sole proprietorship.

The creation of communitarian companies primarily aims to promote local and regional development, encourage the social and solidarity economy and generate wealth for the community and participants through collective participatory action and the valorization of local resources in the regions, the expert added.

He emphasised that the profits of these companies are first allocated to collective and local development before any distribution to participants.

A significant portion of profits must be reinvested in the company rather than distributed to members to ensure the continuity of the project and support local development.

Ayari added that priority is given to building reserves to strengthen the company’s financial stability, reinvest in its projects or activities and only then distribute profits according to methods approved by the general assembly.

Indeed, according to Article 55 of Decree-Law No. 2025-3 of October 2, 2025, amending and supplementing Decree-Law No. 2022-15 of March 20, 2022 on communitarian companies, profit distribution is as follows: 15% of profits go to mandatory reserves until they reach 50% of the company’s capital, 20% to social, cultural, and environmental activities, up to 35% may be distributed to participants by decision of the general assembly and the remaining 30% is allocated to company development, including reinvestment operations like expanding activities or purchasing equipment at local or regional levels.

Tax advantages for communitarian companies

Regarding tax advantages, Ayari noted that under Articles 70 and 70 bis of Decree-Law No. 3 of 2025, amending Decree-Law No. 15 of March 20, 2022, communitarian companies are exempt from taxes and duties for ten years from the date of creation. This exemption applies both to the legal entity (company) and to individuals participating in the company’s capital.

For the tax adviser, this fiscal incentive is an important encouragement to participate in the capital of communitarian companies, as it is not granted to traditional commercial companies.

Communitarian companies also benefit from a suspension of VAT (Article 70 bis), in accordance with Article 13 septies of the VAT Code, introduced by the 2025 Finance Law. This provision allows that import or locally acquired equipment, materials, and raw materials needed for the company’s activities are VAT-suspended for ten years from the company’s creation.

Ayari clarified that this VAT suspension is not a permanent exemption, but a preferential tax regime designed to reduce startup investment costs. He also noted that similar mechanisms already exist in Tunisia’s fiscal system, particularly under investment legislation.

Obligations under tax declaration system

Even with tax advantages like corporate tax exemption or VAT suspension, communitarian companies remain subject to tax declaration obligations, Ayari stressed. They must declare their income, profits, and operations to the tax authorities and specify amounts covered by fiscal incentives, as per Article 85 of the Tax Rights and Procedures Code.

Failure to declare exempted income and profits within legal deadlines results in a penalty of 1% of the relevant amounts. According to Ayari, this ensures fiscal transparency, prevents abuse of fiscal incentives, and allows tax authorities to monitor their effective use.

Key organisational provisions for communitarian companies

Decree-Law No. 2025-3 of October 2, 2025, amending Decree-Law No. 2022-15 of March 20, 2022, on communitarian companies, was published in the Official Gazette of the Tunisian Republic (JORT) on October 3, 2025.

Under this decree, communitarian companies are classified into two categories:

Local communitarian companies – participants reside in the same delegation. Minimum 10 participants.

Regional communitarian companies – participants reside in multiple delegations within the same governorate. Minimum 15 participants.

Minimum share capital: TND 5,000 for local companies, TND 10,000 for regional companies. These companies can also accept donations and bequests in accordance with current legislation.

A National Register of Community Companies, managed by the ministry responsible for communitarian companies, has been launched on an electronic platform centralising data, registrations, and updates. Registration grants legal personality and a unique identifier to each company.

Participation ends for any member who no longer meets participation criteria or violates fundamental principles or management rules of the communitarian company.

The decree also regulates governance: boards of directors consist of three to ten members, depending on company size, elected for three years, renewable twice.

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