INTERNATIONAL TRADING COMPANY(SCI)

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Legal references

Article 94-42 of March the 7th 1994 setting the applicable regime for the activities of the international trading companies activities (JORT N° 19).
Law 96-59 of July the 6th 1996 amending and supplementing the article 94-42 of March the 7th 1994(JORT N°55).
Article 98-102 of November the 30th 1998 supplementing the article N°94-42 of March the 7th and regulating the establishment of international trading companies for young entrepreneurs (JORT N°97 of December the 4th 1998).
Article N°93-120 of December the 27th 1993, investment code of incentives.

What is the activity of an international trading company?

Its role consists of exporting and importing goods and products as well as dealing with international trading operations and brokerage services.
International trading operations and brokerage services should be conducted in accordance with the terms and conditions prescribed by the Tunisian central bank.

What is an international trading company?

International trading companies are those which:

Generates at least 50% of their annual sales from exporting Tunisian origin products. The percentage can be lowered to 30% when the company achieves a minimum amount of its annual export sales to exports of Tunisian goods and services (fixed at one million dinars).
Perform exclusively goods export and import operations with totally exporting companies. In this case, according to investments code incentives, there are not obliged to generate a minimum % of their sales to exports

What is the investment regimes for international trading company?

The international trading company can apply to one of the following exchange regulations:

- Resident:

*Totally exporting regime : with a non-resident participation possibility (Tunisian or foreign) below 66%.
*Partially exporting regime : non-resident participation possibility (Tunisian or foreign) minority below 50%.

- Non- resident : when its share capital is held by non-residents (Tunisian or foreign) importing foreign convertible currency equal at least 66%of the capital.

An international trading company is a totally exporting company if it is committed to generate at leat 80% of its sales from export.
The company is a partially exporting entreprise if it carries out export and import operations.

What are the benefits granted from the export incentives?

1/ Totally exporting regime:

Full deduction of income and profits from the taxes base for the first 10 years of activity and the deduction of 50% from the revenues and profits beyond this period.
Exemption from registration fees.
Non-resident international trading companies are not required to allocate the exports amount.
The right to import tax-free for the purchase of necessary goods subject to the customs declaration.
Possibility to perform a portion of its accumulated sales in Tunisia to 30%.
Possibility to freely recruit 4 managers and supervisors of a foreign nationality.
VTA suspension purchase for export products.

2/ Partially exporting regime:

Companies performing export operations and keeping regular accounting records are entitled to the following benefits :

Full deduction of revenues and profits from the export operations for a period of 10 years starting from the first export year, and the deduction of 50% of revenues and profits beyond that period.
Liberalization of the temporary admission procedures and industrial warehouses in favor of imported goods transformed for re-exportation.
Exemption and consumption of duties on goods, products and services during the export operations.
Refund of the customs duties and charges paid on raw materials and semi-finished products imported or acquired on the local market by the company manufacturing goods for export.
Refund of the customs duties and charges paid on the import of not-locally manufactured equipement used for exported goods.

Are international trading companies entitled to a bond warehousing?

The international trading companies can manage and own storages and warehouses (in bond warehouse) and proceed in packaging operations.
These warehouses are intended to receive taxes free imported goods in order to be transformed or used as inputs then exported again.

The granting of this regime is conditional to the filing of an application to the General Directorate of Customs.

What are the conditions for the ITC young entrepreneurs?

Is considered a young entrepreneur any natural Tunisian person that fulfils the following conditions:

A postgraduate diploma.
No more than 40 years old at the time of the submission.
On a full time basis dedicated to the project.
Owns at least 51% of the shares.
The minimal capital required for the creation of an ITC young entrepreneur is lowered to 20 000 dinars.

How to constitute an ITC?

Phase 1

Declaration of incorporation : issuance of the declaration certificate deposit.

The international trading activity is subject to a file deposit in the Tunisia export head office which includes:

- Declaration form of incorpoation and operation.

- Copy of a valid ID card for the resident participants.

- Passport copy for the foreign participants

- Passport copy and a residence permit copy for the non-resident Tunisians

- Copy of the status and a copy of the trade register in case of a company partnership in the project ( French or Arabic translation)

- Bank certificate

- Status project

- 1dinar revenue stamp

It’s necessary for the young entrepreneur to attach to the file:

- A certified true copy of the diploma.

- A commitment with certified signature.

- Having no more than 40 years old at the time of the declaration of constitution deposit.

- Owns at least 51% of the capital.

After the submission, a certificate of declaration deposit is issued to the person concerned allowing him the initiation of formalities in the one stop shop of API (Agency for the promotion of industry) the hub of the various administrations involved in the incorporation deed(financial proceeds, tax control, the court registry, the official journal, customs…)

Phase 2

- The registrations of the statutes (financial proceeds).

- Opening of the trading license.

- Registration with the companies' registry(court registry).

- JORT Insertion.

- Opening of the code 59 for non-resident international trading companies in the Customs General Direction.

- Customs entries.

- Submission of Residence permit application for non-residents

- Advertising insertion of ITC constitution in two daily newspapers (Arabic / French) in accordance with the Commercial Companies Code

PS: A copy of the International trading company legal file must be submitted to CEPEX (ITC service) within 30 days from the date of the declaration submission certificate.

Does the declaration submission certification have a validity term?

The validity of the declaration of ITC constitution lasts for 2 years renewable at the date of grant, given the turnover to export as specified in the regulations in force.