The Single-Member Limited Liability Company (SUARL): A Form of Company Inspired by the Limited Liability Company (SARL)
The Single-Member Limited Liability Company (SUARL) is a form of company strongly inspired by the Limited Liability Company (SARL) due to the similarity of the legal rules governing them. In fact, the legal regime of SARLs is applicable to SUARLs, subject to specific provisions contrary to those of SUARLs as provided for in articles 148 to 159 of the Commercial Code (CSC). Moreover, both SUARLs and SARLs are commercial companies by form.
The main specificity of the SUARL lies in the fact that it is formed by a single associate, who can be a physical or legal person, and it is this particularity that is at the origin of the other specific legislative provisions. Furthermore, the Tunisian legislator has limited a physical person to the possession of only one SUARL.
The transition from a SARL to a SUARL is mandatory in the event of the reunification of all the shares of a SARL in the hands of a single associate. Failure to regularize within a period of one year from the date of the reunification of all the shares in one hand, any interested party may request the dissolution of the company in court. The competent court may set an additional deadline, which may not exceed six months, for the regularization to be carried out. In any case, the dissolution will not be pronounced if the regularization has taken place before the court rules on the merits in the first instance.
From a procedural legal standpoint, the transformation of a SARL into a SUARL requires an extraordinary decision of the single associate for the transformation, as well as the adoption of new statutes conforming to the special provisions governing SUARLs. These documents must be subject to the registration and deposit procedure at the National Register of Enterprises (RNE).
From a tax standpoint, SUARLs and SARLs are subject to the same tax obligations, since both companies are subject to corporate tax. However, following the transformation of a SARL into a SUARL, it is mandatory to update the legal situation with the tax administration and to present an updated legal file.