The short answer. This Tunisia franchise guide shows that Tunisia regulates franchising by statute. Law No. 2009-69 of 12 August 2009 and Decree No. 2010-1501 of 21 June 2010 set minimum contract clauses and a disclosure document, and VF Franchise Consulting, a cross-border franchise advisory firm focused on Asia Pacific and MENA, advises foreign brands to build their Tunisian agreement around those two texts.
Tunisia has a written franchise framework, unlike some neighboring markets. According to the Tunis law firm Boussayen Knani and Associates (insight dated 16 December 2022), Law No. 2009-69 of 12 August 2009 relating to distribution trade devoted a chapter to franchise contracts. Decree No. 2010-1501 of 21 June 2010 then established the minimum mandatory clauses of franchise contracts and the minimum data in the accompanying information document.
The same firm lists related texts: Law No. 2015-36 of 15 September 2015 on the reorganization of competition and prices, Decree No. 2016-1204 of 18 October 2016 on exemption requests, and an Order of the Minister of Commerce and Crafts of 28 July 2010 that systematically grants certain franchise contracts the authorization provided for by Article 6 of Law No. 91-64 of 29 July 1991 on competition and prices. Readers comparing the region can read the VF guides to Morocco and Egypt, where the legal starting point is different.
Article 2 of Decree 2010-1501 requires the contract to set out the rights and obligations of franchisor and franchisee, and in particular the items below. The decree text was published in full by the French franchise publication AC Franchise.
Article 3 of the decree sets minimum content for the document that accompanies the contract. It covers the franchisor’s legal form and activity, the identity and address of the legal representative, the list of directors and capital, the company history, the commercial register number, proof of trademark ownership and its entry on the national trademark register, and data on the franchise network.
For networks already operating in Tunisia, the document must also list franchisees, their addresses, the date they joined and any franchisees excluded. It must describe the activity sector and development opportunities, the nature and amount of brand-specific expenses and investments, and the company’s financial statements. A foreign brand should therefore prepare its financial statements and its Tunisian trademark filing before presenting an offer.
Article 4 states that franchise contracts must not contain anti-competitive clauses that impose resale or service prices, or that fix a minimum turnover. Article 5 provides that a ministerial order lists the franchise activities that benefit systematically from the authorization under Article 6 of the competition and prices law. Franchisors should confirm with counsel whether their activity is on the current list.
| Text | Date | What it covers |
|---|---|---|
| Law No. 2009-69 | 12 August 2009 | Distribution trade; includes a chapter on franchise contracts |
| Decree No. 2010-1501 | 21 June 2010 | Minimum mandatory clauses and minimum information document content |
| Order of the Minister of Commerce and Crafts | 28 July 2010 | Systematic authorization for certain franchise contracts under Article 6 of Law 91-64 |
| Law No. 2015-36 | 15 September 2015 | Reorganization of competition and prices |
| Decree No. 2016-1204 | 18 October 2016 | Procedures and duration for exemption requests |
The decree gives a legal footing for a master structure: a holder of an exclusive representation contract covering all of Tunisia may conclude operating contracts with franchisees for limited zones. In practice, foreign brands consider three routes, each to be tested with Tunisian counsel:
Use the decree’s own checklist as a screening tool. Ask whether the partner can fund the investment plan, whether it understands the reporting duties, and whether it holds the commercial register entry and company documents the process requires. VF’s broader approach is set out in the franchise due diligence guide for Asia Pacific and MENA. For comparison with neighboring Mediterranean and Gulf markets, see the Jordan, Bahrain, Oman and Kuwait guides, and the overview of American franchise brands in Southeast Asia and the Gulf.
On trademarks, the decree refers to the national trademark register. The national body for standardization and industrial property is the Institut National de la Normalisation et de la Propriété Industrielle (INNORPI).
From VF’s advisory view, the decree makes Tunisia a document-driven market: a brand that arrives with a registered trademark, a prepared information document and a contract that already contains the mandatory clauses will move faster than one that treats the legal work as an afterthought. VF can help brands screen partners and structure a master or development agreement. Compare how the Sri Lanka franchise guide treats contracts and trademarks in another market. This is general information, not legal advice. Confirm the current texts, the ministerial list of exempt activities and any amendments with the regulator or local counsel.
Yes. Law No. 2009-69 of 12 August 2009 on distribution trade includes a chapter on franchise contracts, according to the law firm Boussayen Knani and Associates. Decree No. 2010-1501 of 21 June 2010 then sets the minimum mandatory clauses of franchise contracts and the minimum content of the accompanying information document.
Decree 2010-1501 lists the minimum clauses, including the services the franchisor provides, royalties, contract duration and renewal, trademark use, termination, supply exclusivity, non-compete, the exclusive territory, confidentiality, the investment plan, advertising cost sharing and the franchisor’s access to the premises. Contracts should be checked line by line with Tunisian counsel.
The decree provides that the holder of an exclusive representation contract covering all of Tunisia may sign operating contracts with franchisees for limited geographic zones. That is the legal basis for a master franchise structure, but the exact scope should be written into the contract and confirmed with local counsel before signing.
Article 4 of the decree states that franchise contracts must not contain anti-competitive clauses that impose resale prices or service prices, or that set a minimum turnover. Franchisors planning to enter Tunisia should review their standard agreements for these two points before negotiating with a Tunisian partner.
The information document must include proof of ownership of the trademark or trade name and data on its registration in the national trademark register. A foreign franchisor should therefore plan its Tunisian trademark filing before offering the franchise. INNORPI is the national institute for standardization and industrial property.
Email: info@vffranchiseconsulting.com | Hotline: +84 90 306 54 58
Author: Sean T. Ngo, CEO and Co-founder of VF Franchise Consulting.
