Legal

Which legal structure can I choose?

There are several legal forms for companies in Morocco:

Sole trader/individual partnership,
Public Limited liability company Plc. (SA),
Private Limited liability Company (SARL),
General Partnership SNC (collective company),
Limited partnership (SCA) (including shareholders).
Limited partnership (LPs/SCS),
Intercompany partnership,
Joint venture (SEP),
Liaison office,
Civil company

Individual Partnership/Sole trader

Owned by the owner itself (1 person).
No distinct existence from owner, so profit regarded as income of owner.
Owner is accountable for company’s debts and may affect properties of owner (personal possessions may be used as a guarantee in case of financial difficulty)

Public Limited liability company Plc (SA)

Minimum of 5 shareholders
Minimum authorized capital of MAD 300.000 without public offer for funding and MAD 3.000.000 if shares are listed on the stock exchange.
Shares: Representing authorized capital, they may be either nominal or in the bearer’s name, the minimum value of the share being MAD 100
Shareholders meet at least once a year to approve financial statements, to decide whether profits will be distributed or retained and also to appoint/dismiss directors or members of the supervisory board (Conseil de surveillance) and statutory auditors (Commissaires aux Comptes).
Duties of the auditors: a consistent financial and legal audit. The auditors are appointed by the shareholders general meeting

Private Limited liability Company (SARL)

the minimum number of associates is two or one (in the case of a single associate) and the maximum is 50
Minimum authorized capital: MAD 10.000 composed of assets of a minimum value of MAD 10.
An auditor is mandatory when the sales turnover is higher than MAD 50 Millions

General Partnership SNC (collective company)

Particularly for companies of small size
Associates: minimum two and must both be tradesmen
Liability: Unlimited and interdependent liability of the associates (the associates are interdependent persons liable with regard to their private property as well as the debts of their company)
Management: one or more managers named by the statutes. In the absence of nomination by the statutes, management is deemed joint

Limited partnership (SCA) (including shareholders)

Minimum of three sleeping partners, associates whose liability is limited to their capital contribution. Limited liability partners are not allowed to participate in the management of the company.
Minimum authorized capital of MAD 300,000 if does not call for a public offer and MAD 3,000,000 if it calls for a public offer.
Minimum value of the share is MAD 100
The first managers are appointed by the statutes. Afterwards the managers are appointed by the Ordinary General Meeting of the Shareholders, and confirmed by the liable associates, unless otherwise stipulated in the statutes
Mandatory to appoint an auditor

Limited partnership (LPs/SCS)

One or more general partners who manage the company and are responsible for debts incurred by the company
One or more limited partners whose liability is limited to their capital contribution. Limited liability partners are not allowed to participate in the management of the company.

Civil Company

This kind of company is empowered to take on civil (that is, non-commercial) operations.
The members are liable indefinitely for the company’s debts.

For more information on the various forms of businesses and their establishment, please refer to the Corporations Law.

The following entities (referred to as disclosing entities) are subject to continuous disclosure and periodic reporting requirements:

Entities that are listed on a stock market or a securities exchange;
Entities raising funds pursuant to a prospectus;
Entities offering their securities as consideration for the acquisition of shares in a target company under a takeover scheme
Entities whose securities are issued under a compromise or scheme of arrangement;
Borrowing corporations.

These entities must publicly disclose all information that is considered to have a material effect on the price or value of their securities, in addition to lodging half year financial reports.

How do I set up a company in Morocco?

Any listed company intending to register securities (such as shares or debentures) for public sale must issue a prospectus that complies with the rules contained in the Corporations Law. Companies intending to invite public subscriptions may seek admission to the Casablanca Stock Exchange Ltd.

Below is a quick summary of steps of setting up a company in Morocco, provided by Doing Business of World Bank:

Obtain a "Certificat Négatif" online, which registers the company name at the Regional Investment Center (CRI, Centre Regional d’Investissement)
Pay stamp duty
File documents with CRI to register with the Ministry of Finance for patent tax, with the Tribunal of Commerce, and for social security and taxation
File a declaration with the Ministry of Labor
Make a company stamp

For a detailed guideline on how to set up a company in Morocco please click here.

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