Company formation process in Morocco

Company formation process in Morocco

Morocco is a country of almost 37 million inhabitants located in North Africa, in the Maghreb. Its capital is Rabat, and the economic capital is Casablanca.  It is ruled by His Majesty King Mohamed 6 and is located 15km from Europe, separated from Spain by the Strait of Gibraltar.  Bordered both to the north by the Mediterranean and to the west by the Atlantic Ocean, Morocco is strategically located with direct connections to 52 countries and 110 cities. Due to its strategic location, Morocco is one of the most important crossroads in the world linking 3 continents: Africa, Europe and the two Americas.

Morocco is the Maghreb country best endowed with mineral wealth and hydroelectric possibilities. Unlike other developing countries, Morocco is a stable country with an attractive business and investment climate. It is an economically booming country that offers many opportunities for investors.

Some figures : 

  • 1st most attractive African country for foreign investors

  • 1st financial center in Africa, 

  • 1st African country and 17th in the world in terms of maritime transport connectivity

  • 2nd African destination for outsourcing 

  • 2nd most committed country in the world in the fight against climate change

What are the different types of companies in Morocco?

In Morocco, there are 8 types of companies: 

  • Public limited company (SA)

  • Simplified joint stock company (SAS)

  • Limited liability company (SARL)

  • Economic interest group (GIE)

  • General partnership (SNC)

  • Limited partnership (SCS)

  • Partnership limited by shares (SCA)

  • Joint venture company

Public limited company: 

  • The partners only bear the company's debts up to the number of their contributions

  • Minimum of 5 partners

  • Minimum capital of Dh3 million 

  • Shares are represented by securities that may be negotiable 

  • Cash shares must be paid up at the time of subscription by at least 1/4 of their nominal value 

  • The capital must be fully subscribed

Limited liability company:

  • This is the most popular type of company. It is halfway between a partnership and a limited company

  • has between 1 and 50 partners

  • The shares must have a nominal value

  • The shares are freely transferable by inheritance and transferable between spouses and relatives

  • If the capital > 100 000 dhs, the shares representing cash contributions must be paid up by at least 1/4 of their amount

  • The partners are only liable for their debts up to the number of their contributions

  • The company may be managed by one or more natural persons who are individually and jointly liable to third parties.

Simplified joint stock company: 

  • the partners must have a capital of 2,000,000 dh or the equivalent of this sum in foreign currency

  • The articles of association set out the conditions under which the company is run

  • They must be signed by all the partners

  • The capital must be paid up in full on signing the articles of association

  • The company may not make a public appeal 

  • The company must have a president (natural or legal person) appointed initially in the articles of association and subsequently in the manner determined by the articles of association.

Economic interest grouping : 

  • it is not a company

  • It constitutes an intermediate legal framework between a company and an association for the pooling of certain activities by companies

  • It is made up of legal entities whose aim is to implement all the means necessary to facilitate or develop the economic activity of its members and improve the results of this activity.

  • Consists of at least 2 legal persons

  • Can be created without capital 

  • Can be set up by means of a call for savings 

  • The object of the EIG may be civil or commercial 

  • It is constituted by a written document which may be in authentic (notarised) or private form

General partnership: 

  • This is suitable for small projects that do not require large amounts of capital 

  • partnership: where the partners are all merchants 

  • The partners are jointly and severally liable for the company's debts 

  • The partners may appoint one or more auditors by a majority of the partners

  • But companies whose turnover at the end of the financial year exceeds 50 million dh must appoint at least one commissionaire

  • No minimum share capital because the personal assets of the partners serve as a guarantee 

  • All partners are considered managers unless the articles of association stipulate otherwise

  • The company is terminated by the death of one of the partners unless otherwise stipulated

Limited partnership :

  • Consisting of general and limited partners

  • The general partners are subject to the rules of the partners of the SNC

  • They are jointly and severally liable for the company's debts

  • Limited partners are liable for debts only to the extent of their contributions

  • The capital is divided into shares and the law sets no minimum capital

  • Any amendment to the articles of association is decided with the consent of all the general partners and a majority in number and capital of the limited partners

  • The company continues despite the death of a limited partner

Partnership limited by shares : 

  • The capital is divided into shares

  • The company is made up of one or more general partners who are merchants and are jointly and severally liable for the company's debts

  • The limited partners have the status of shareholders and only bear the debts up to the amount of their contributions

  • The number of limited partners must be equal to or greater than 3

  • The first manager(s) are appointed by the articles of association. 

  • The general meeting of shareholders appoints a supervisory board composed of at least 3 shareholders

  • A general partner may not be a member of the supervisory board

  • Shareholders who are general partners may not participate in the appointment of the members of this board

  • The manager has the broadest powers to act in all circumstances on behalf of the company

Joint venture : 

  • The company exists only in the relationship between partners and is not intended to be known to third parties

  • It has no legal personality

  • It is not subject to registration or any other publicity formality 

  • Its existence can be easily proven by any means 

  • The partners freely agree on the company's purpose, their respective rights and obligations and the conditions of operation of the company

  • If the company has a commercial character, the relationship of the partners is governed by the provisions applicable to general partnerships unless otherwise stipulated