Promulgated by Dahir No. 1-22-76 of 14 Joumada I 1444 (9 December 2022) and published in Official Bulletin No. 7152 of 15 December 2022, Framework Law No. 03-22 establishing the Investment Charter replaced the 1995 charter (Framework Law No. 18-95). Its stated aim is to steer investment towards job creation, less-developed territories and priority sectors, through direct grants rather than tax advantages alone. Three years after its adoption, and with the very small, small and medium-sized enterprise (VSE/SME, “TPME”) scheme becoming operational in late 2025, it is worth reviewing how it works in practice.
Overall structure of Framework Law 03-22
The text is organised in seven chapters: general provisions, investment support schemes, parallel support measures, guarantees granted to investors, investment governance, dispute resolution, and miscellaneous and transitional provisions. On financial support, the law distinguishes a main scheme from specific schemes (strategic investment projects, VSEs/SMEs, and the international development of Moroccan companies).
The framework law sets out principles; the implementing texts specify thresholds and rates. Decree No. 2-23-1 of 16 February 2023, published in Official Bulletin No. 7174 of 2 March 2023, defines the main support scheme and the scheme applicable to strategic projects. Decree No. 2-25-342, made operational by four orders of the Head of Government published in Official Bulletin No. 7454 of 6 November 2025, governs the VSE/SME scheme.
The main scheme: thresholds and incentives
Under Decree No. 2-23-1, the main scheme applies to projects with an investment amount of at least MAD 50 million combined with a minimum level of stable jobs, or to projects creating at least 150 stable jobs. Incentives fall into three cumulative categories, capped at 30% of the eligible investment amount:
- Common incentives: job creation (5% to 10% depending on the jobs-to-investment ratio), gender approach (3%, with a female workforce rate of at least 30%), future-oriented or upgrading sectors (3%), sustainable projects (3%) and local integration (3%).
- The territorial incentive: 10% for Category A provinces and prefectures, 15% for Category B.
- The sectoral incentive: 5% for the priority activities listed in the decree (notably industry, tourism, culture, digital, renewable energy, waste recovery, logistics, offshoring and aquaculture).
| Scheme | Investment threshold | Main incentives | Cap |
|---|---|---|---|
| Main | From MAD 50m (with job condition) or at least 150 stable jobs | Common, territorial (10% or 15%), sectoral (5%) | 30% of eligible amount |
| Strategic projects | From MAD 2 billion | Specific support agreed with the State | As per the agreement |
| VSE/SME | MAD 1m to 50m | Employment (up to 10%), territorial (10% or 15%), sectoral | 30% |
The VSE/SME scheme: opening up to smaller businesses
The VSE/SME scheme, which became operational with the publication of the orders in Official Bulletin No. 7454, targets independent companies with annual turnover between MAD 1 million and MAD 200 million, for investment projects of MAD 1 million to MAD 50 million. Public and semi-public entities are excluded. According to published information on the scheme, a minimum self-financing of 10% of the project amount is required, and a minimum ratio of permanent jobs per million dirhams invested must be met (with a lower threshold for tourism). Applications are filed online with the Regional Investment Centres (RICs, “CRI”).
The detailed conditions (precise definition of a VSE/SME, calculation of ratios, eligible sectors) are set by the decree and its implementing orders and must be checked in the texts before any filing.
Procedure and governance: RICs, commissions and the investment agreement
An eligible project goes through the RIC, the regional one-stop shop, and then to a commission that decides on the grant of incentives. Under Decree No. 2-23-1, a project reaching MAD 250 million is examined at national level, while smaller projects fall within the remit of the regional unified investment commission. Strategic projects (minimum MAD 2 billion) follow a specific track. The grant of benefits is formalised in an investment agreement concluded with the State, which sets the investor’s commitments (amount, jobs, timetable) and the consequences of a breach, which may extend to repayment of the aid received.
Acquired rights and transitional provisions
Articles 40 to 42 of the framework law organise the transition: deadlines for publishing implementing texts depending on the scheme, preservation of the acquired rights of beneficiaries of earlier agreements and, for certain agreements concluded after 1 January 2022, the possibility of requesting the main scheme where it is more favourable. Companies that already hold an agreement should therefore compare their position with the current regime.
Practical points to watch
- Verify eligibility before incurring expenditure: the eligible investment amount is calculated under precise rules (nature of expenditure, valuation of land, etc.) set by the texts.
- Anticipate the territorial classification of the project (Category A or B), which determines the territorial incentive, and check that the chosen area is not excluded from it.
- Document the criteria for common incentives (female workforce rate, local integration, sustainability criteria) from the design stage, as they are subject to control.
- Comply with the agreement’s commitments: a failure to deliver (jobs, amounts, deadlines) may lead to a reduction or repayment of the incentive.
- Coordinate incentives with the tax regime: certain exemptions (VAT, customs duties, registration, professional tax) derive from separate texts whose conditions and duration must be checked.
- Secure the investor’s legal structure (company under Moroccan law, tax and social compliance) before filing with the RIC.
Conclusion
The Investment Charter offers a structured and predictable framework, but its implementation requires a careful reading of the implementing texts and a rigorous application file. This article provides a general overview and does not constitute legal advice. To assess your project’s eligibility for the incentives under Framework Law 03-22 or to prepare your investment agreement, the Westfield law firm is at your disposal: please do not hesitate to contact us.