Morocco is a developed African country popular for its favorable investment climate. It has a stable political environment, strategic location, and strong infrastructure.
The country’s growing economy, along with political, economic, and social reforms, make it an appealing market for foreign entrepreneurs and investors. In addition to these, it serves as a gateway to the African continent, providing various business opportunities.
For investors and entrepreneurs looking to do business and establish a company in Morocco, stated next are the important requirement and the steps to follow.
Choosing the applicable legal structure for your Moroccan company
When establishing a business in Morocco, investors and entrepreneurs have several legal structures to consider. These structures can be categorized into three main types:
- Partnerships: this includes general partnerships, restricted partnerships, and joint ventures.
- Capital Companies: this includes Partnership Limited by Shares, Moroccan Limited Liability Company (SARL), Simplified Public Limited Company, and the Moroccan Public Limited Company (SA).
- Branch Office: a branch office refers to a business entity established by a foreign parent company, which does not possess independent legal authority or assets.
In Morocco, the SARL and the SA are the most frequently utilized legal structures. Stated next are their main characteristics
Limited liability company in Morocco (SARL):
- Can be formed by a single partner or multiple partners.
- It is well-suited for small and medium-sized enterprises.
- The transfer of shares is restricted, except among spouses or relatives.
- A minimum of two founding partners is required, except for single-member SARLs.
- No specific minimum share capital is required, but having a capital of at least 100,000 MAD is advisable.
- Directors are not required to be residents or shareholders.
- If the turnover exceeds MAD 50,000,000, it is obligatory to appoint an auditor.
Public limited company in Morocco (SA):
- Shareholders hold negotiable securities (shares) and have limited liability.
- It enables the free transfer and negotiability of shares.
- A minimum of 5 shareholders is required.
- The minimum share capital is 300,000 MAD, but it’s 3,000,000 MAD for public offers
- The appointment of an auditor is obligatory.
- It can be governed by a management board or both a management board and a supervisory board.
Obtaining the Negative Certificate
The Negative Certificate is an essential administrative document provided by the Moroccan OMPIC (Office of Industrial and Commercial Property). It serves as a business search tool and verifies the availability of the desired business name for registration in the trade register.
To obtain the Negative Certificate in Morocco, individuals can submit their application online via the OMPIC website.
Getting a registered office address in Morocco
In order to ensure proper registration, it is a requirement for every company in Morocco to have a registered office address.
There are two viable options for fulfilling this requirement:
- Signing a commercial lease contract to rent premises.
- Opting for domiciliation services offered by a business center.
Opening a corporate bank account
Opening a business bank account is a necessary step for SA and SARL companies with a paid-up capital surpassing MAD 100,000.
For this, a temporary bank account will be established in a local bank, and the company’s share capital will be deposited into this account. After the capital transfer, the bank provides a capital blocking certificate as confirmation.
Signing the company’s Articles of Association
The preparation of the company’s articles of association is an important stage in establishing a business in Morocco.
These articles serve as foundational documents, governing the relationships between shareholders and third parties.
There are two options for drafting the articles of association:
- Engage a professional, e.g., Damalion, to prepare the complete set of articles.
- Draft the articles of association yourself.
To avoid any complications, it is advisable to seek professional assistance in drafting the articles of association.
After drafting the Articles, the business owner have the option of signing it without being physically present in the country.
Submitting the Incorporation file
In the next step of the incorporation process, it is necessary to submit a set of documents to the Regional Investment Centre (CRI) in the city where the company’s registered office is located.
These documents include the final Articles of Association, the CRI single form, the Negative Certificate, and the copies of directors’ and shareholder representatives’ IDs.
The CRI functions as a convenient hub that brings together multiple services, including the Moroccan Office for Business Research (OMPIC), the commercial court, tax authorities, and Social Security (CNSS).
Collecting the incorporation file from the CRI
In most cases, the company’s incorporation process is completed within a short period after the submission.
The documents provided by the CRI upon completion of the process include:
- A notification form containing the company’s identifiers.
- Certificate of Registrations with the CNSS (National Social Security Fund) and for Business Tax.
- Original copies of Articles of Association.
- A Declaration of Existence allocated by the applicable tax authorities.
Within one week of the company’s establishment, the Trade Register will issue an extract from the Trade Register known as Model J.
Legal publication
After the company’s incorporation, it is necessary to fulfill the legal publication requirements in both a newspaper and the official bulletin.
Finalize opening the bank account
After completing the publication requirements, the entire incorporation file is then submitted to the bank to finalize the opening of the corporate bank account for the business.
Declaration to the Office of Exchange Administration in Morroco
According to the foreign exchange regulations in Morocco, foreign investors are permitted to freely transfer their investment proceeds abroad.
However, they must make an initial investment in one of the foreign currencies authorized by the Moroccan central bank. Subsequently, a report on the foreign investment in Morocco will be submitted to the Office des Changes, which will enable the transfer of future dividends.
Final requirements
To wrap up the process, it is important to obtain a company seal and select an accounting firm for bookkeeping and tax compliance.
When embarking on a business venture in Morocco, it is advisable to engage a professional who can help in conducting an initial study of the legal, social, and tax requirements specific to your project.
For assistance with your business needs in Morroco, contact Damalion now.
