WHAT ARE THE MOST COMMON FORMS OF BUSINESS VEHICLES USED IN MOROCCO? WHAT ARE THE MAIN REGISTRATION AND REPORTING REQUIREMENTS?
SARL is the most common and easy to incorporate vehicle. The minimum capital requirement is only 10.000 dirhams (around 1.000 dollars), there is no board of directors and only one shareholder can create an SARLAU.
SA (“société anonyme”) is the most regulated vehicle. It requires 5 shareholders, 3 board member, a minimum capital of 300.000 dirhams and a statutory auditor.
SAS (Société par actions simplifiées) is the last vehicle to be introduced in Morocco. Like the French SAS, it is mainly regulated by its bylaws, which allows for legal engineering. It can be created by one shareholder it is called in this case SASAU and no bord of directors is required. A decree to be published soon should provide for the amount of the capital above which a statutory auditor is required.
ARE THERE ANY RESTRICTIONS ON FOREIGN INVESTMENT IN MOROCCO (INCLUDING AUTHORIZATIONS REQUIRED BY CENTRAL OR LOCAL GOVERNMENT)?
There are no main restrictions on foreign investments in Morocco. However, acquisitions of agricultural lands are prohibited for foreigners.
Office des changes regulates the conversion of dirhams in foreign currency, which requires some formalities for disinvestment or for outbound transfers.
WHAT ARE THE MAIN LAWS REGULATING EMPLOYMENT RELATIONSHIPS IN MOROCCO?
Code du travail regulates the relationship between employee and employer in Morocco. Dismissal of employee is regulated by the Code du travail that provides for a list of events that should allow for dismissing an employee, this list is not comprehensive. Other provisions regulate trade unions, work health…
ARE THERE ANY LAWS REGULATING E-COMMERCE IN MOROCCO?
Yes. Law 31-08 provides for a series of measures regulating e-commerce.
In order to protect the e-consumer, Moroccan regulation on e-commerce has introduced a number of obligations to be respected by the supplier of e-commerce. The e-transaction must comply with obligations related to the information of the consumer. The consumer has the right to retract from the sale within a delay of 7 days. Disclose some information.
IS IT POSSIBLE TO FORM A CONTRACT ELECTRONICALLY IN MOROCCO? IF SO, WHAT ARE THE REQUIREMENTS FOR ELECTRONIC CONTRACT FORMATION? PLEASE COMMENT ON THE ENFORCEABILITY OF SUCH CONTRACTS.
A law was recently passed in Morocco to allow for e-signature. This law has created three level of e-signatures (advance, qualified and simple).
Morocco took a big step forward by abrogating the authentication of signature before public administrations. A second big step forward could be achieved through the law 43-20 that should amend the existing regime on Digital Signature and Digital Certificate (regulated by law 53-05), after the publication of the related decrees of application.
The Digital Signature and the Digital Certificate will undoubtedly face local resistance unless the pandemic initiates a rapid change in the functioning of such administrations. The Simple Digital Signature (under the regime of Law 53-05) that needs to meet only certain basic technical requirements without any requirements in term of certifying authority, could be an interesting option since it is very easy to use. However, we are still waiting for the decree of application of law 43-20 for the law to enter into force.
WHAT ARE SOME OF THE MISCONCEPTIONS OUT THERE ABOUT SETTING UP BUSINESSES IN MOROCCO WHEN YOU INTERREACT WITH CLIENTS?
Despite having a very advanced corpus of law, and business friendly, the practical side of running a business in Morocco form a legal perspective is completely different. Many trade registers have an autonomous interpretation of the law, which can differ from one city to another. Trade register of Rabat will require some specific documents for an incorporation of a company, which the trade register of Casablanca will not require. Experience, and practical approach are key to set up and run the day-to-day operations of a company in Morocco. Also the regulations on foreign exchange control can be cumbersome for companies.
Timetable of an incorporation of a Moroccan subsidiary in the form of a Société Anonyme
| Negative certificate for the name of the Subsidiary | J-5 |
| Domiciliation certificate or Lease Agreement | J-3 |
| Power of attorneys signed | J-3 |
| Lease Agreement signed | J |
| Articles of Associations signed | J |
| Shareholder meating appointing the Directeur Général, et Directeur Général Délégué Président du Conseil d’administration | J |
| Subscription form/ transfer order | J |
| Blocking of funds certificate | J |
| List of subscribers to be signed by the Chairman of the Board | J |
| Statement of subscription and payment | J |
| Declaration of registration to the trade register signed by the legal representative of the Company | J |
| Letter of publication in the Official Gazette | J |
| POA granted to to sign CNSS form | J |
| Forms (Taxe professionnelle and corporate income tax/VAT) | J |
| Legalization of the legal documentation (except for the minutes of the first Shareholders meeting) | J to J+2 |
| Legalised legal documentation to be submitted for registration | J+4 |
| Statement of subscription and payment | J+6 |
| Legal documentation registered obtained Taxe professionnel registration process | J+9 |
| Certificate of registration at the taxe professionnelle obtained | J+11 |
| Minutes of the first shareholders meeting +FP | J+16 |
| Registration of the company to the trade register | J+12 |
| Publication in the newspaper for legal notices Letter to ask for insertion in the Official Gazette submitted Obtaining the Company’s seal Deposit of the declaration of corporate existence of the Company | J+13 |
| Model J Obtaining the certificate of corporate existence Registration to the CNSS | J+17 |
| Incorporation file received | J+19 |
Hi I have a couple of questions would you be able to answer ?
Thank you
1- Registration address? Is it a physical or virtual one? And how much does it cost for one year?
2- Can we do the bank account remotely? And how much does it cost?
3- What documents should the client provide for the company registration? And if the client is a company, what documents should he provide?
4- Should we send the documents to your address in Morocco? or should we just scan them and send them to you by email?
5- How long does it take for the company registration?
6- What is the minimum capital for the company registration?
7- To set up a company for foreigners, does it require a number of shareholders or directors?
8- Foreigners can 100% own the company or do they have to hire a local employee for the bank account? And what is the price of hiring a local employee?
9- Is it mandatory to hire a local nominee director?
10- What is the price for the Tax Registration? or is it included in the price of your service for setting up a new company?
11- I want to know the details of the company registration process in Morocco. I mean, once you receive the documents, what steps will you take to register the company in Morocco? So I can explain the details for the client who wants to register a company in Morocco.
Dear Kassem,
Find below our answers.
Kind Regards,
1- Registration address? Is it a physical or virtual one? And how much does it cost for one year?
ANSWER :Its a virtual address and the cost for one year is 9500 MAD
2- Can we do the bank account remotely? And how much does it cost?
ANSWER :bank opening can be done remotely with a POA sent to us, or if you appoint nominee dirctor. The cost is 2500 MAD
3- What documents should the client provide for the company registration? And if the client is a company, what documents should he provide?
ANSWER :ID for client and trade register for company
4- Should we send the documents to your address in Morocco? or should we just scan them and send them to you by email?
ANSWER : scanned copy would be ok but POA in original to be sent
5- How long does it take for the company registration? Maximum 10 days
6- What is the minimum capital for the company registration?
ANSWER : it depends on the type of company for SARL its 10.000 MAD, for SA its 300.000 MAD and for SAS there is no minimum
7- To set up a company for foreigners, does it require a number of shareholders or directors?
ANSWER : for SARL and SAS no minimum is requried for SA there is a minimum of 5 shareholders and 3 directors
8- Foreigners can 100% own the company or do they have to hire a local employee for the bank account? And what is the price of hiring a local employee? ANSWER :no local employee is required and 100% foreigners companies are authorized
9- Is it mandatory to hire a local nominee director?
ANSWER :No but it helps with the various authorities tax, trade regsiter, CNSS
10- What is the price for the Tax Registration? or is it included in the price of your service for setting up a new company?
ANSWER :tax registration is around 800 MAD and publication fee is 700 MAD reservation of name is 300 MAD, trade register fee is 350 MAD
11- I want to know the details of the company registration process in Morocco. I mean, once you receive the documents, what steps will you take to register the company in Morocco? So I can explain the details for the client who wants to register a company in Morocco.
ANSWER :we register documents with tax then we file it to tax authorities then to trade register and then we do publications;