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
|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
Obtaining the certificate of corporate existence
Registration to the CNSS
|Incorporation file received||J+19|