1. Legal Framework

• Dahir 1-59-358 of 1959 + Law 41-05 on Foreign Exchange Operations - gives Office des Changes monopoly to regulate cross-border capital movements.
• Instruction Générale des Opérations de Change - IGOC 2026 - Effective 1 Jan 2026, replaces IGOC 2022/2024. It is the Bible. It reorganizes all operational rules and forms part of 2025-2029 strategic vision.
• Circular 3/2025 of 5 Dec 2025 - allows exchange bureaus to use electronic payment terminals (TPE) to buy foreign currencies via international cards and issue prepaid dirham cards.
• Bank Al-Maghrib + Customs + Tax Administration enforce.
• Penal Code Art.316-318 + Law 10-16 - criminal sanctions for exchange offenses.

Principle: Everything is prohibited unless expressly allowed in IGOC. Opposite of EU free movement.

2. Core Principles

A. Resident vs Non-Resident:
Resident = person with habitual residence in Morocco or Moroccan legal entity. Must settle transactions between residents in dirhams only. Penalty clause in euros between two Moroccan resident companies is not void but treated as mere currency of account - must be settled in dirhams at due date rate. Foreign currency settlement between residents violates Office des Changes rules.

B. Convertibility Guarantee for Foreign Investors:
Foreign investments made in foreign currency and registered with Office des Changes via approved intermediary bank benefit from convertibility guarantee - right to repatriate capital + dividends + capital gains. Must use convertible dirham account. If not registered, repatriation blocked. Foreign companies must obtain prior authorization before repatriating capital gains.

C. Obligation to Repatriate:
Exporters must repatriate export proceeds within 90-360 days depending on sector. Failure = main violation identified by Office des Changes in 2025 review.

In 2025, Office reviewed 2,521 case files exceeding MAD 72.3 billion. Main violations: failure to repatriate export proceeds, irregular transfers related to imports, unauthorized holding of assets abroad, and crypto.

3. IGOC 2026 - New Allowances

Personal Allowances - 2026:

• Personal travel: Base 100,000 MAD automatically + additional 30% of income tax paid previous year, up to total ceiling 500,000 MAD per year. Previously 300,000 MAD. Any unused must be re-exchanged into dirhams within 30 days of return, else fines or restriction on future allowance.
• Business travel: Companies without forex accounts: 1 million MAD (up from 500k), with convertible accounts: 1.5 million MAD. Calculation indexed to corporate tax paid - e.g., company paying 800k MAD tax can draw equivalent budget capped at 1M.
• Studies abroad: 15,000 MAD/month (up from 12,000).
• E-commerce individuals: 20,000 MAD/year (up from 15,000). Companies: 100% of tax paid up to 200k MAD, 1M MAD for categorized operators.
• Foreign investors: Same allowances as Moroccans now - reform for resident foreigners.

Trade:

• Exporters with international contracts can credit forex accounts up to 15% of total contract value directly.
• Import domiciliation mandatory via bank - no import without bank domiciliation.
• Service exporters can credit up to 15% foreign contract value directly to forex accounts.

Capital Operations:

• Foreign direct investment by Moroccans abroad: Generally requires Office des Changes authorization, except for startups certified by ADD Digital Development Agency - allowed to invest up to 10M MAD per year without 3 years operations or audited accounts requirement - new IGOC 2026 liberalization for tech.
• Real estate abroad: Generally prohibited for residents, except with authorization.
• Crypto: Since 2017, Office des Changes and Bank Al-Maghrib classify crypto transactions as contrary to exchange control - constitution of assets abroad without prior authorization. In 2025, Office initiated formal enforcement proceedings against individuals holding crypto assets abroad - first visible escalation. Offense = unauthorized holding of assets abroad.

4. Criminal Offenses and Sanctions

Violation of exchange regulations is criminal offense, not just administrative:

• Fine = 1 to 6 times amount of infringement.
• Imprisonment 1 month to 5 years for aggravated cases [recidivism, use of false documents].
• Confiscation of sums, goods.
• Ban on foreign trade operations.

Procedure: Customs establishes procès-verbal, transmits to Office des Changes, which can transact or refer to Parquet. Many cases settled via transaction commission paying 10-30% penalty. If not settled, criminal court - Tribunal de Première Instance.[settlement]

Statute of limitations: 3 years for prosecution, but repatriation obligation continues.

5. Case Law

Case 1: Penalty Clause in Euros Between Residents - Cassation Commercial
Two Moroccan SARLs contracted penalty denominated in euros. Debtor argued clause void for violating exchange controls requiring dirham settlement. Court held: clause not void, but treated as currency of account - amount must be settled in dirhams at exchange rate on due date. Principle: resident-to-resident foreign currency obligation must be executed in dirhams. If settled in euros via offshore account, exchange offense.

Case 2: Export Proceeds Non-Repatriation - Casablanca Commercial Court 2023
Exporter of textiles received €2M, kept in French bank, failed to repatriate within 150 days. Office des Changes claimed violation. Court imposed fine equal to amount not repatriated + ordered repatriation. Court rejected argument of commercial dispute with client - obligation to repatriate is absolute, independent of commercial dispute.

Case 3: Crypto as Unauthorized Asset Abroad - Office des Changes Enforcement 2025-2026
First crypto cases: Individuals identified via TRACFIN/FATF cooperation holding USDT/BTC on Binance abroad. Office qualified as constitution of assets abroad without authorization under IGOC Art. - violation of Art.3 Law 41-05. Settlement offered: repatriate equivalent + pay fine 15-25% of value. If refused, criminal prosecution for holding assets abroad. This follows 2017 joint communiqué Bank Al-Maghrib + Office des Changes banning crypto.

Case 4: Salini Costruttori S.p.A. v Kingdom of Morocco - ICSID enforcement and exchange
Italian company enforced ICC award 167,695,954 MAD against Morocco. Administrative Court of Rabat 2015 and Court of Cassation pending. Case illustrates need for exequatur under CPC Art.430-431 and need to register foreign currency investment to benefit from convertibility for award repatriation. Award paid in MAD, repatriation required Office des Changes authorization to convert to EUR.

Case 5: Amnesty 2014 - Finance Act 2014 Contribution Libératoire
Government granted amnesty to Moroccans holding illegal assets abroad. Under Finance Act 2014, individuals and legal persons resident could declare foreign real/financial assets and pay 5-10% liberatory contribution to regularize exchange and tax offenses. Over MAD 20B declared. Those who did not benefit now face aggravated fines.

Case 6: Unauthorized Real Estate Purchase Abroad - Rabat First Instance 2022
Moroccan resident bought apartment in Spain via Spanish bank loan without Office authorization. Office flagged via bank transfer. Court held purchase = foreign investment without authorization, fined 3x price + ordered repatriation of asset by sale.

Case 7: Import Over-Invoicing - Main violation pattern 2025
Company domiciled import for €500k, transferred €700k via bank using false invoices to siphon capital. Office detected via Customs cross-check. Prosecuted as irregular transfers related to imports + forgery. Court imposed 6x fine + 2 years imprisonment for gérant.

6. Practical Compliance for Foreign Companies

1. Register investment via approved intermediary bank - get Office des Changes attestation - else dividends blocked.
2. Use convertible MAD account for operations.
3. Domicile all imports/exports via bank.
4. Do not pay between Moroccan entities in EUR/USD - must be MAD.
5. Request authorization before any loan to foreign entity, real estate abroad, or crypto.
6. Respect travel allowance 30-day surrender rule - keep boarding passes.

Morocco is moving toward full float by 2028-2029 under Bank Al-Maghrib roadmap, but IGOC 2026 still maintains control - liberalization is gradual, with higher ceilings but same logic: declaration + justification.