Corporate Law at Morocco
Here’s an overview of Corporate Law in Morocco:
📚 Legal Framework
Corporate law in Morocco is primarily governed by:
The Moroccan Commercial Code (Dahir No. 1-96-124 of 1996).
The Companies Law (Law No. 17-95) which regulates commercial companies.
Other relevant legislation includes tax, labor, and financial regulations.
Morocco is also influenced by international treaties and agreements related to business.
🏢 Types of Business Entities
Société Anonyme (S.A.) – Public Limited Company
Suitable for medium to large businesses.
Minimum 5 shareholders.
Minimum capital requirement: MAD 300,000 (~€28,000).
Shareholders’ liability limited to their contributions.
Managed by a Board of Directors or a sole Director-General.
Can be listed on the Casablanca Stock Exchange.
Société à Responsabilité Limitée (SARL) – Limited Liability Company
Common for small and medium businesses.
Minimum 1 shareholder, maximum 50.
No minimum capital requirement legally, but practical minimum often applied.
Capital divided into shares (quotas).
Shareholders have limited liability.
Simpler governance compared to S.A.
Société en Nom Collectif (SNC) – General Partnership
Partners have unlimited joint liability.
Less common due to unlimited liability.
Société en Commandite Simple (SCS) – Limited Partnership
General partners have unlimited liability.
Limited partners liable up to their contributions.
📝 Company Formation & Registration
Incorporation requires notarized Articles of Association.
Registration with the Commercial Registry (Registre de Commerce).
Obtain:
Tax Identification Number.
Social security registration if employing staff.
Business license or permit as needed.
Companies must file annual accounts and financial reports.
🧑⚖️ Corporate Governance
S.A. companies governed by:
Board of Directors or Supervisory Board and Management Board.
General Assembly of shareholders.
SARLs managed by one or more managers appointed by shareholders.
Annual General Meetings (AGM) are mandatory.
Financial statements must be prepared, approved, and published.
💰 Taxation
Corporate income tax rate varies from 10% to 31%, depending on income and activity.
VAT standard rate: 20%.
Social security and labor contributions apply.
Dividends are subject to withholding tax.
🌍 Foreign Investment
Morocco encourages foreign investment with favorable laws and investment incentives.
Foreigners can fully own most types of companies.
Special economic zones and free trade agreements enhance business opportunities.
⚖️ Additional Notes
Moroccan courts handle commercial disputes, with specialized commercial courts.
Arbitration and mediation are encouraged.
Anti-money laundering and compliance rules are enforced, particularly for financial companies.
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