Startup Act 2.0: What the 2026 Amendments Change for Tunisian Founders

Adopted in April 2018, law n° 2018-20 on startups — better known as the Startup Act — was one of the most celebrated reforms of the decade. Eight years and more than 1,100 labels later, the framework has reached maturity. In 2026 Parliament is examining a series of structural amendments, presented as a Startup Act 2.0.

What we already know: the philosophy remains the same — encourage creation, protect innovation, ease access to capital — but the tools are being overhauled.

The current framework: strengths and limits

The 2018 Startup Act rests on three pillars:

• A "Startup" label granted for up to eight years, awarded by an independent committee after an innovation assessment.
• A preferential tax regime: corporate income tax exemption for the duration of the label, founder scholarships for employees leaving their employer.
• Forex facilities: foreign currency account, technology card, overseas fundraising.

The limits flagged by the ecosystem are well known:

• No realistic way to implement attractive stock options.
• Cumbersome and uncertain hiring of foreign talent.
• Label duration seen as too short for deep tech startups.
• Forex ceilings insufficient for startups with international traction.

What the 2026 amendments introduce

1. Stock options: finally a clear regime

The text would introduce a genuine free-share and stock-option regime with:

• Deferred taxation at the time of sale (not at grant).
• A permissible discount of up to 20% on market value.
• Eligibility extended to service providers and advisors, not only employees.

This is probably the most anticipated change for founders who have struggled to align their technical teams.

2. Streamlined international hiring

Labelled startups would benefit from a one-stop shop for work and residence authorisations of foreign collaborators, with a target processing time of 30 days. Traditional foreign hiring quotas would be relaxed.

3. Label duration and gradual exit

The maximum label duration would rise from 8 to 10 years, with an intermediate review at 5 years for deep tech and hardware startups. A gradual exit from the tax regime is introduced to avoid the cliff effect at the end of the label.

4. Investors: broader tax advantages

The tax relief ceiling for investments in labelled startups would be raised. Corporate venture capital and Tunisian family offices would benefit from a clearer regime, with recognition of losses on investments that cannot be recovered.

What remains under debate

Several points are driving discussions in Parliament:

• The definition of innovation and the role of the labelling committee, criticised for its opacity.
• Alignment with the Exchange Code currently under reform, to avoid contradictions.
• Treatment of foreign startups wishing to set up in Tunisia via a subsidiary.

Industry associations (TunisianStartups, Smart Capital) are also pushing for simplification of the startup wind-down process — often a taboo subject but essential for ecosystem health.

Concrete impact for founders and investors

If the amendments are adopted, several structural decisions will need revisiting:

• Shareholder agreements signed under the old regime should be reviewed to integrate the new share-grant mechanisms.
• Employment contracts of key executives may be renegotiated to include a stock-option component that is now viable.
• Business plans submitted to investors will need to reflect the new taxation and label extension.
• Startups approaching the end of their label (first 2018-2019 cohort) will have an extended horizon to plan for.

Firm note: Startup Act 2.0 is not a mere update. For startups labelled since 2018, it is an opportunity to restructure governance, capital and employment relationships before the law enters into force. The choices made now — shareholder agreement, share-grant plan, hiring policy — will shape the trajectory of the next five years.

Our firm advises Tunisian and foreign founders and investors on the legal structuring of their startups: drafting shareholder agreements, stock-option plans, investment agreements, fundraising rounds and exits.