Changing the manager of an LLC in Tunisia is a statutory modification that requires following a precise legal procedure. The decision to dismiss or appoint a new manager must be made at an ordinary general assembly of partners. The required majority is that specified in the articles, or failing that, a majority of shares representing more than half the share capital.
The general assembly convocation must respect the forms and deadlines set by the articles. In the absence of specific statutory provisions, the convocation must be sent by registered mail with acknowledgment of receipt at least 15 days before the assembly date. The agenda must explicitly mention the dismissal of the current manager and the appointment of the new manager.
The general assembly minutes are the central document of the procedure. They must record the attendance or representation of partners, the quorum reached, the resolutions adopted, and the voting results. The minutes must be signed by all partners present and must mention the full identity of the new manager, their powers, and the duration of their mandate.
Publication of the modification in the Official Journal of the Tunisian Republic (JORT) is mandatory. This publication must take place within one month of the general assembly decision. The notice must mention the company name, registration number, identity of the outgoing manager and that of the new manager, as well as the effective date of the modification.
The amendment filing with the Commercial Registry must be made within 30 days of the decision. The file includes the general assembly minutes, updated articles, a copy of the new manager's identity document, the new manager's non-bankruptcy certificate, and proof of JORT publication. The clerk will process the registry amendment.
Changing the manager also requires updates with other administrations. The situation must be updated with the tax control office for authorized signatures, with the CNSS for social declarations, and with the bank for signature authority on company accounts. These updates must be completed quickly to avoid any operational disruptions.
The total duration of the procedure, from assembly convocation to obtaining the new Commercial Registry extract, is generally 4 to 6 weeks. This timeline can be shortened if all partners are available to sign the minutes and if the new manager's administrative documents are ready. Any delay in formalities can result in penalties or legal complications.
Legalium manages the entire manager change procedure, from drafting the convocation to obtaining the new Commercial Registry extract. Our legal experts ensure compliance at every stage and coordinate filings with all relevant administrations. Trust us with your modification for a fast and hassle-free manager change.