The members of the board of directors, the managers and the members of the supervisory board of a law firm (société professionnelle d'avocats) must be registered lawyers. Tunisian nationality (for at least five years prior) is required in order to register as a lawyer (avocat).
"Art. 2 - The lawyer is exclusively invested with the mission of representing the parties, whatever their legal status, of defending them, assisting them, advising them and carrying out on their behalf all the procedures before the courts and all the judicial bodies, administrative, disciplinary and regulatory matters as well as before the judicial police, in accordance with the legislative provisions relating to civil, commercial, fiscal and criminal proceedings.
The lawyer has exclusive competence in terms of drafting the articles of association of companies, increasing or reducing their capital, whenever there is a contribution to goodwill.
He is also exclusively competent in matters of drafting of contracts and deeds of transfer of real estate property and contracts of real estate contributions in the capital of commercial companies, without however encroaching on the area, reserved by law, to notaries and drafters of 'acts relating to the conservation of land ownership.
Acts performed by a person other than those mentioned above are null and void.
The lawyer can in particular exercise missions of arbitration, mediation, conciliation, sequestration, amicable liquidation, as he can be in charge of the contracts of mandate and the operations of negotiation and representation with the tax and administrative services as well as training missions.
He can represent his clients or assist them in general meetings or in collective management structures in accordance with the provisions mentioned in the statutes of commercial companies.
The lawyer registered in cassation can be a member of the boards of directors or of the supervisory boards of commercial companies.
Within the framework of his skills, the lawyer performs the missions assigned to him by the courts as well as other bodies
jurisdictional or regulatory.
He can also exercise the functions of sports agent or artist's agent or agent in matters of intellectual or industrial property or undertake missions of federation.
The lawyer may move freely outside his office and, if necessary, outside Tunisian territory for the purpose of performing the aforementioned tasks as long as this does not derogate from the laws and regulations in force in the States concerned.
Art. 3 - While taking into account international conventions, practice the profession of lawyer, on a permanent or temporary basis, only those who are registered on the list of lawyers. The candidate for registration must meet the following conditions:
- have been of Tunisian nationality for at least five years,
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Art. 18 - The non-practicing lawyer is the lawyer previously listed on the order board and who has suffered an incident which prevents him from continuing to practice his profession.
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Art. 21 - The retired lawyer is entered in the third part of the list of lawyers. The honorary title is conferred on the retired lawyer by decision of the Council of the National Bar Association, in recognition of the important services he has rendered in favor of the profession. This decision is notified by the President of the Bar to the Minister of Justice and to the person concerned.
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Art. 27 - The lawyer practices his profession individually or in partnership with other lawyers within the framework of a professional society of lawyers governed by the legislation in force.[...]" (Decree-Law on the organization of the legal profession (No. 2011-79 of 20 August 2011), Articles 2, 3, 18, 21 and 27 [google translation])
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"Art. 4. - The profession of lawyer can be exercised within the framework of public limited companies or limited liability companies subject to the provisions of this law as well as those of the Commercial Code which are not contrary to them.
Art. 5. - The share capital is made up of contributions from lawyers practicing in the company. Lawyers in a state of non-practice or retirement may participate in the share capital provided that the total of their contributions does not exceed one third.
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Art. 9. - The members of the board of directors, the managers of the professional society and the members of the supervisory board must be included among the lawyers registered, at least, in the list of lawyers at the court of appeal.
Art. 10. - Shares in professional limited companies can only be registered and are not negotiable on the stock exchange. The transfer of shares is free between the partners unless otherwise stipulated in the constituting act, and provided that at least two-thirds of the share capital remains in the property of the practicing lawyer partners.
Shares in professional limited companies can only be transferred to lawyers outside the company with the consent of two-thirds of the number of practicing partners. In professional limited liability companies, shares may only be transferred to third party lawyers with the consent of three quarters of the number of practicing partners.[...]" (Law relating to professional associations of lawyers (n° 98-65 of 20 July 1998), Articles 4, 5, 9 and 10 [google translation])
Decree-Law on the organization of the legal profession (No. 2011-79 of 20 August 2011), Articles 2, 3, 18, 21 and 27
Law relating to professional associations of lawyers (n° 98-65 of 20 July 1998), Articles 4, 5, 9 and 10
[<a href="https://www.pist.tn/record/80408?ln=fr">Decree-Law</a>],[<a href="https://www.pist.tn/record/112095?ln=fr">Law</a>]