Transfer Pricing in Tunisia

The legal framework

Tunisia's transfer pricing regime is young, statutorily thin and administratively dense. The operative rule is Article 48 septies of the Code IRPP/IS, replaced by Article 29 of Finance Law 2019 (Law n° 2018-56) and amended by Article 15-1 of Finance Law 2021 (Law n° 2020-46). Profits indirectly transferred to foreign group enterprises — by inflating or deflating prices, or by any other means — are added back to the Tunisian taxable result, measured against what the enterprise would have earned absent the control relationship. The phrase "pleine concurrence" never appears; Tunisia nonetheless confirms to the OECD that the article carries the arm's length principle.

Timing matters. The rewritten article reaches only financial years opening from 1 January 2020 that are the subject of an audit notice issued from 1 January 2021. The procedural machinery sits in the Code des droits et procédures fiscaux: Article 17 ter (country-by-country reporting), Article 35 bis (advance pricing agreements), Article 38 bis (documentation) and Articles 84 nonies to 84 undecies (fines).

Two scoping points shape every engagement. Dependence or control means more than 50% of capital or voting rights, directly or through an interposed person, or de facto decision-making power — but paragraph 3 disapplies that condition where the counterparty sits in a privileged tax regime within Article 14, point 12. Deal with a low-tax jurisdiction and you are inside the regime whether or not anyone owns anyone. Purely domestic related-party dealings sit outside it entirely, policed instead by the acte anormal de gestion doctrine.

Methods, comparables and benchmarking

Ask what methods Tunisian law prescribes and the honest answer is none. All five OECD methods are nevertheless live, set out indicatively in note commune 11/2020 and hard-coded into the DGI's annual return as method codes 1 to 6. Selection follows a most-appropriate-method test with no hierarchy — the strengths and weaknesses of each method, its fit with the transaction, the availability of reliable data, the degree of comparability. The administration accepts a justified choice that fits the functions performed, risks assumed and assets used and is properly evidenced.

The gap that catches advisers is statistical. Tunisia tells the OECD it neither permits nor requires an arm's length range or any statistical measure, so the interquartile range is imported methodology rather than domestic law; at least one widely circulated practitioner guide calls it required, which no Tunisian text supports. Nor is there a hierarchy between internal and external comparables, or any requirement to use Tunisian ones — fortunately, because the pool of independent Tunisian companies with usable filed accounts is too thin for most searches. Pan-European sets with country-risk or working-capital adjustments are the norm; adjustments are permitted, not required. The local file must name the tested party and justify the choice, which in the distribution, contract manufacturing and shared-service structures dominating the market means the Tunisian entity.

For financial transactions, note commune 11/2020 accepts CUP for loan rates and guarantee fees. But Article 48 VII of the Code IRPP/IS bites first: shareholder-loan interest is deductible only up to 8%, only on sums not exceeding 50% of fully paid-up capital, and an 8% return is imputed where the company lends to its partners for less.

Documentation: what the DGI expects

Documentation is threshold-gated. Article 38 bis CDPF requires a master file and a local file from enterprises with turnover excluding tax of at least TND 200 million transacting with related non-residents, limited to transaction categories of TND 100,000 or more a year. Watch that figure: many secondary sources still quote TND 20 million, the original 2019 threshold, which Article 15 of Finance Law 2021 raised to TND 200 million in both Article 38 bis CDPF and Article 59 II bis.

Content is fixed by the arrêté of 16 October 2019. Article 3 governs the master file: group structure, business lines and profit drivers, supply chains, intra-group service agreements and charging policies, value-creation functional analysis, intangibles strategy and ownership, financing, and unilateral APAs on cross-border profit allocation. Article 4 governs the local file and is demanding — amounts per transaction category broken down by counterparty jurisdiction, material agreements, comparability and functional analyses with year-on-year changes, method and tested-party reasoning, search methodology and sources, adjustments and to which side they were applied, and reconciliation of the figures used to the statutory accounts.

Nothing is filed. The documents are handed to the auditors on the day the vérification approfondie opens; if absent or incomplete, a mise en demeure gives 40 days to cure. There is no preparation window — contemporaneity is the design.

Two returns do get filed. The annual transfer pricing declaration under Article 59 II bis falls due on the corporate tax deadline — 25 March, or the 25th day of the third month after a non-calendar year-end — on a twelve-page DGI template covering group structure, transfer pricing policy and transaction-level amounts, methods and intra-group loans. The country-by-country report under Article 17 ter is due within twelve months of year-end from Tunisian-headed groups with consolidated turnover of at least TND 1,636 million, filed in XML to the OECD schema through the DGI's CbC application; the arrêté of 15 June 2022 lists the 90 jurisdictions that exchange the report with Tunisia. Secondary local filing by Tunisian subsidiaries of foreign groups was suspended for FY2020–FY2023 by notes communes 18/2022 and 15/2024; no equivalent relief has surfaced for FY2024, so treat it as live.

Audits, penalties and the enforcement climate

Transfer pricing can only be examined in a full vérification approfondie: Article 41 bis CDPF excludes it from the limited audit. That audit is also what triggers the Article 38 bis production duty.

The fines are structural rather than proportionate. Failure to produce the master and local file, or producing them incompletely, costs 0.5% of the transactions covered by the deficient documents, with a floor of TND 50,000 per audited financial year (Article 84 undecies CDPF). Because the floor is per year, a four-year audit opens at TND 200,000 before a single adjustment is argued. A missing country-by-country report costs TND 50,000 plus TND 100 per defective item, capped at TND 10,000; a missing annual declaration costs TND 10,000 plus TND 50 per item, capped at TND 5,000.

On the adjustment itself, the ordinary late-payment penalties apply. Article 81 CDPF charges 0.75% of the tax per month or part-month where the tax is paid spontaneously; Article 82 raises that to 1.25% per month where the delay is established following intervention by the tax audit services. In both cases a fixed penalty is added on top — 1.25% of the tax where the delay does not exceed 60 days, 2.5% where it exceeds 60 days. There is no documentation-based penalty protection of the OECD kind anywhere in the CDPF — a flawless local file does not shelter you from adjustment penalties. The genuine reliefs are the 40-day cure period and the Article 82 settlement discount, which cuts the monthly penalty by 20%, from 1.25% to 1%, where the tax is paid within 30 days of a reconnaissance de dette signed before the Article 55 appeal period expires; Article 82 also disapplies the penalty to the extent of a tax credit confirmed in the same audit.

The reassessment window runs four years from the year the income arose, ten for undeclared taxes, with Article 26 CDPF allowing prescribed years to be examined where they feed unprescribed ones. Recurring audit themes are familiar: limited-risk distributors and contract manufacturers, persistent losses or thin margins, low-tax counterparties, and restructurings.

Dispute resolution and advance certainty

Advance certainty exists, and so far only unilaterally. Article 35 bis CDPF and the arrêté of 6 August 2019 let a Tunisian enterprise with control links abroad agree the method for pricing future transactions, whether all of them, a segment, a product or a single dealing. The request goes to the DGI at least six months before the first covered year, pre-filing meetings are permitted, the term is three to five years, and there is no fee. Rollback is unavailable. Each agreement fixes the covered transactions, method, critical assumptions, term and monitoring mechanism, and the taxpayer files an annual compliance report in the first half of the following year.

Tunisia's own filings conflict here. The July 2021 transfer pricing profile ticks unilateral, bilateral and multilateral APAs; the September 2023 dispute resolution profile denies any bilateral programme and records that no bilateral request has ever been filed. The later, more specific document should govern planning.

MAP is treaty-only — the CDPF contains no domestic provision — and runs through the DGELF under note commune 23/2019. Transfer pricing cases are in scope, and agreements are implemented notwithstanding domestic time limits. Not every treaty carries an Article 9(2) equivalent; Tunisia's answer is the MLI, in force from 1 November 2023. Domestically, Articles 43 to 45 CDPF give 45 days to object and 90 days for the DGI to reply; failing agreement the arrêté de taxation d'office goes to the tribunal de première instance within 60 days. No published judgment applying the post-2019 regime is retrievable, so practice runs on the notes communes.

Pillar Two, Amount B and what changes in 2026

No Finance Law for 2024, 2025 or 2026 touched transfer pricing. Finance Law 2025 lifted the general corporate rate from 15% to 20% and Finance Law 2026 added a permanent 4% contribution on banks, insurers, telecoms and car dealers, but the transfer pricing architecture remains that of 2019 and 2021.

Tunisia has not enacted Pillar Two. It is an Inclusive Framework member and adhered to the two-pillar statement, but there is no income inclusion rule, no undertaxed profits rule, no domestic minimum top-up tax and no GloBE filing obligation. Top-up tax on low-taxed Tunisian profit is therefore collected abroad, making a Tunisian entity's effective rate a group-level problem. On Amount B, Tunisia sits on the OECD's covered jurisdiction list for 2025 to 2029, but has published nothing adopting the simplified and streamlined approach.

The substantive 2026 change is plumbing. Since a DGI communiqué of 18 November 2025, reiterated on 26 March 2026, the liasse fiscale and the annual transfer pricing declaration must be filed exclusively through the TEJ platform in XML against published schemas — turning the declaration from a form into a dataset the administration can match at scale.

How practitioners should respond

Test scope first: turnover against TND 200 million, transaction categories against TND 100,000, and — easily missed — whether any counterparty sits in a privileged tax regime, which pulls the transaction in with no ownership link required. Treat the local file as an audit-day deliverable, not a year-end project; the obligation crystallises on the first morning of the audit, and the 40-day cure period is a fuse, not a grace period.

Build the file to Article 4 of the 2019 arrêté, not to a generic OECD template: the Tunisian text is prescriptive about search methodology, sources, adjustments and reconciliation to the accounts, and since its 2025 TP Catalyst training the DGI benchmarks with the same tools you do. Present a range, but argue the point within it, because there is no domestic range rule to fall back on. Where a structure is material and durable, the unilateral APA is the only real certainty on offer, and it must be requested six months ahead.

Finally, verify. The OECD profile is dated July 2021 and its French and English texts diverge on comparability adjustments, on secondary versus corresponding adjustments, and on documentation scope. Where the profile and the codes disagree, the codes win.