Morocco - Company Incorporation

Incorporating in Morocco

Obtain a certificat negatif which registers the company name at the Centre Regional d'Investissement (CRI)

Deposit paid up capital in a bank and obtain an attestation de depot

Legalise statutes at Mayor's office (Commune)

File documents with CRI to register with the Ministry of Finance for patente tax with the Tribunal of Commerce, and for social security and taxation

Prepare declaration for the labor inspector (Ministry of Labor)

Company Law

Under Moroccan law the primary types of corporate structures available are:

• Limited liability companies
• Private limited companies
• Branch

All of which are similar to European companies. The two most widely used are the SA and the SARL, as described below.

Limited Liability Company - SA

Limited liability companies must have a minimum of five shareholders who can be either legal entities or individuals. As with traditional limited liability companies, the shareholders' liability is limited to the amount of share equity the shareholder holds. Upon incorporation of the limited liability company, a quarter of the equity capital must be paid in advance if paid in cash contributions. If it is paid in contributions in kind, it must be fully paid upon incorporation. Both bearer and registered shares may be issued by the limited liability company. The company has no corporate name but a trade name, and there are generally no restrictions on the sale and transfer of shares to third parties.

Private Limited Company - SARL

The private limited company is an intermediate type between associations of persons and of capital, bearing resemblance to both partnerships and share companies. It is always a trading company, regardless of its corporate name and its minimum equity capital is 10,000 MDh. It may be incorporated by two or more members. The private limited company must file a memorandum of association as part of its incorporation process. The capital stock has to be fully described and paid up as the company is incorporated. Stocks shall have the same face value and are not negotiable. They may be transferred only through contracts. "Parts Sociales" may be transferred to third parties outside the company only with the co-associates' consent.

Branch

The branch affiliate or subsidiary of a foreign corporation is regarded as a separate legal entity. The Moroccan branch, however, has to disclose certain details regarding its parent-company, its representatives and its delegated powers. When registering a branch in Morocco, the foreign parent-company must submit its articles of incorporation along with the incorporation documents of the branch.