Since January 1, 2025, Law No. 69-21 on payment terms has applied to almost all Moroccan companies, including smaller businesses with annual revenue above 2 million dirhams excluding tax. Phased in since 2023, this reform has substantially amended the Commercial Code and introduced a mechanism of automatic fines payable to the State Treasury, independent of any contractual penalties the creditor may separately claim. For executives, finance directors and legal officers, the question is no longer whether the law applies to their business, but how to secure their contracts, invoices and filings to avoid penalties that can quickly add up. This overview covers the applicable framework, the filing obligations and the remedies available to an unpaid creditor.
The legal framework: a Commercial Code reform phased in over time
Law No. 69-21, published in Official Gazette (Bulletin officiel) No. 7204 of June 15, 2023, amends the chapter of the Commercial Code (Law No. 15-95) governing payment terms between merchants. The text introduces a series of new articles that set out how the payment term is fixed, the date from which it starts to run, and the financial consequences of late payment, both in the relationship between creditor and debtor and in the filing obligations owed to the tax administration.
The legislature chose a gradual entry into force based on companies’ annual revenue excluding tax: companies with revenue above 50 million dirhams have been subject to the regime since 2023, those between 10 and 50 million dirhams since January 1, 2024, and finally those with revenue between 2 and 10 million dirhams since January 1, 2025. Entities with revenue below 2 million dirhams excluding tax remain, for now, outside the scope of the law.
Who is covered by Law 69-21?
The regime covers commercial transactions between merchants with a registered office, tax domicile or establishment in Morocco, whether legal entities or individuals carrying on a commercial activity. Public bodies and private delegatees of public services that habitually carry out commercial activities also fall within scope. By contrast, transactions with non-resident parties without an establishment in Morocco fall outside the regime, as do, for public procurement in the strict sense, certain specific rules under which the term runs from the date the service is performed rather than from invoicing.
Applicable payment terms
The law distinguishes three scenarios. Absent an agreed term, payment is due within 60 days from the invoice date. The parties may contractually agree a longer term, up to a cap of 120 days; any clause fixing a longer term is deemed unwritten, and the statutory 60-day term then applies as a matter of law. Finally, for certain seasonal or specific sectors, a derogating term of up to 180 days may be set by decree, after consulting the Competition Council.
One point deserves particular attention: the starting point of the term is now the invoice date, rather than the date goods are received or services performed. The invoice must be issued no later than the last day of the month in which delivery or performance took place; failing that, the term starts running at the end of that same month. For recurring transactions carried out within the same business relationship over a period of less than one month, the parties may agree that the term runs from the first day of the following month.
The quarterly filing obligation with the tax authorities (DGI)
Beyond the contractual relationship between creditor and debtor, Law 69-21 creates a filing obligation owed directly to the tax administration. Any company whose annual revenue excluding tax exceeds the applicable threshold must file, via the DGI’s “Simpl” platform, a return on its payment terms, even where no invoice is overdue for the period. This return must detail, among other things, revenue for the period, the amount of invoices paid on time, the amount of overdue invoices, and any fines owed.
The filing frequency was also phased in: an annual return was first required for the transition period, before shifting to a quarterly cycle, with the return due by the end of the month following each quarter (in practice, by April 30, July 31, October 31 and January 31). For companies with revenue above 50 million dirhams, the return must be accompanied by a certificate from a statutory auditor (commissaire aux comptes); below that threshold, a certificate from a chartered accountant or approved bookkeeper is sufficient.
Penalties
Failure to comply with payment terms automatically triggers a fine, calculated on the tax-inclusive amount of the invoice concerned and paid not to the creditor but to the State Treasury. This fine equals Bank Al-Maghrib’s key policy rate for the first month of delay, plus 0.85% for each additional month or part-month. In addition to this late-payment fine, a separate flat-rate penalty applies for failure to file, late filing of the quarterly return, or failure to pay the fine due, with the amount varying according to the company’s revenue:
| Annual revenue excluding tax (in dirhams) | Penalty amount (in dirhams) |
|---|---|
| 2,000,000 < revenue ≤ 10,000,000 | 5,000 |
| 10,000,000 < revenue ≤ 50,000,000 | 12,500 |
| 50,000,000 < revenue ≤ 200,000,000 | 50,000 |
| 200,000,000 < revenue ≤ 500,000,000 | 125,000 |
| Revenue > 500,000,000 | 250,000 |
An incomplete or inconsistent return also exposes the company to a fine of 5,000 dirhams per missing or incorrect invoice. Where a company disputes a fine notified by the DGI in the form of a collection order, it has six months from notification to file a written claim with the minister in charge of finance; absent a response within three months, or in the event of rejection, an appeal to the competent court remains available within two months.
What remedies does a creditor have against a non-paying debtor?
The fine paid to the Treasury does not directly benefit the unpaid creditor, who therefore retains every interest in acting to recover the debt. Two main avenues are typically considered. A formal notice (mise en demeure), a formal letter sent to the debtor, is an almost systematic first step: it formalizes the claim, interrupts certain time limits and serves as evidence in any subsequent dispute. Where the claim is certain, liquidated and due and not seriously disputed, a payment order procedure (injonction de payer) allows a creditor to obtain an enforceable title more quickly, without a prior adversarial hearing, before pursuing, if necessary, proceedings on the merits or an interim payment order (référé-provision).
Practical points to watch
- Check that general terms of sale and framework agreements contain no clause fixing a payment term above 120 days (absent a sector-specific decree), as such a clause would be void.
- Systematically issue invoices no later than the last day of the month of delivery or performance, to precisely control the starting point of the statutory term.
- Set up internal monitoring of payment deadlines, particularly for companies that have just crossed one of the applicable revenue thresholds (2, 10 or 50 million dirhams).
- Plan ahead for the quarterly filing on the DGI’s Simpl platform, even where no invoice is overdue, and obtain in advance the required certificate from the relevant statutory auditor or chartered accountant.
- Document any late payment (acknowledgments of receipt, bank statements) so as to be able to justify, in the event of a tax audit, the actual settlement date used.
- Do not wait for the statutory term to expire before acting against a recurrently late debtor: a prompt formal notice limits the growth of the debt and of penalties.
Conclusion
Law 69-21 has reshaped commercial relationships between businesses in Morocco by capping payment terms and creating, for the first time, a financial penalty mechanism directly overseen by the tax administration. Its practical application nonetheless raises real technical questions, whether in calculating the exact term, characterizing a disputed invoice, or choosing the most suitable recovery procedure. This article provides a general overview and does not constitute legal advice. Westfield law firm assists Moroccan and international companies in bringing their contracts and invoicing practices into compliance, as well as in recovering outstanding debts: please do not hesitate to contact our firm with any question about your particular situation.