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Overview 1. What are the key recent developments affecting doing business in your jurisdiction? Morocco enjoys a stable economic and political climate. The key recent developments affecting doing business in Morocco are:.
In addition, the following developments apply to taxation in Morocco:. The tax administration has progressively implemented a digitisation of the declaration procedures and payments in particular for corporate taxes, income taxes and VAT and is now implementing a digitisation of the request and issuance of tax certificates and receipts.
Following the introduction of the Finance Law on the possibility for taxpayers to enter into transfer pricing agreements with the tax authorities, the Finance Law created the first transfer pricing documentation requirement for tax audits of companies that dependant on other companies located outside Morocco the content of the documentation will be detailed in an implementing decree, which has not yet been published.
Legal system 2. What is the legal system based on for example, civil law, common law or a mixture of both? Morocco is a civil law country comprising an administrative and a judicial system.
The administrative judiciary has jurisdiction over matters in which the administration is involved. The judicial system handles criminal matters, and civil and commercial matters between private parties. Foreign investment 3. Are there any restrictions on foreign investment including authorisations required by central or local government? There are generally no limitations on foreign investment, irrespective of the type of company, except in some specific business sectors such as agriculture, fishery, audiovisual, banking and insurance activities.
There is no distinction between national and foreign investments, except for foreign exchange regulations that regulate the ability for foreign investors to repatriate their investment capital and proceeds deriving from capital and dividends. Investment loans to a Moroccan corporate entity are also subject to foreign exchange regulations.
Foreign investment is governed by the provisions of:. Are there any restrictions on doing business with certain countries or jurisdictions? There are no general restrictions on commercial relations with any other country or jurisdiction. However, some Moroccan administrations prohibit commercial relations with Israel both imports and exports. Are there any exchange control or currency regulations? Exchange control and currency regulations are governed by the provisions of the General Instruction and various circulars and notes of both the Foreign Exchange Office and Moroccan Central Bank.
What grants or incentives are available to investors? Foreign investors can benefit from incentive programmes such as loans and financing guarantees, subsidies, and special tax treatment provided by the state authorities depending, among other factors, on the:.
Project planned. Parts of the incentive programmes are governed by the Investment Charter. Moroccan domestic law also provides for general incentives, which apply regardless of the nationality such as, free export zones, export transactions and financial activities.
In addition, Moroccan law provides for the following derogatory regimes:. This led to the creation of a financial centre in Tangiers. This law is in the process of being reformed. In addition, the Finance Law suppressed all the tax advantages resulting from the offshore financial regime. This provides for tax and foreign exchange derogations. Business vehicles 7. What are the most common forms of business vehicle used in your jurisdiction? The most common form of business vehicles used by foreign companies are:.
In relation to the most common form of corporate business vehicle used by foreign companies in your jurisdiction, what are the main registration and reporting requirements? Registration and formation The company must be registered with the Trade Registrar Registre du commerce. Proof of address of the company's registered office. Information relating to the management members.
Copies of the signed and certified bye-laws. A list of the shareholders, including the number of shares held, and the amount invested by each shareholder. The company must also be registered with the tax authorities and the social security administration.
In addition, the incorporation of a company and the corresponding foreign investment must be reported to the foreign exchange office. Reporting requirements The annual accounts and management report must be filed with the clerk of the Commercial Court within six months of the end of the fiscal year and within 30 days of the ordinary shareholders meeting for a limited liability company and 60 days for a joint stock company if the annual accounts have not been approved, a copy of the minutes of the meeting must be filed.
There are several reporting requirements to the Trade Registrar, such as filing:. Approval of the annual accounts. Auditors' reports on the financial statements. The financial statements must also be filed with the tax authorities no later than three months after the financial year closing date.
Share capital For joint stock companies, the minimum share capital required is MAD, MAD3,, for joint stock companies that are listed. There is no maximum share capital. There is no minimum share capital for limited liability companies.
Non-cash consideration Shares can be issued for non-cash considerations apports en nature but the value must be assessed by an auditor and requires a specific procedure. Rights attaching to shares Restrictions on rights attaching to shares.
Restrictions on rights attaching to shares can be imposed by the:. Laws governing each type of company. Automatic rights attaching to shares. These are set out in the Law relating to joint stock companies and in the bye-laws. Automatic rights include, for example, voting rights and dividend rights. In relation to the most common form of corporate business vehicle used by foreign companies in your jurisdiction, outline the management structure and key liability issues.
Management structure For joint stock companies, there are two types of management structure:. Joint stock company with a board of directors conseil d'administration , which has the following characteristics:. The GM does not have to be a shareholder or a member of the board. The CEO must be a shareholder holding at least one share ; and. Joint stock company with a management board directoire and supervisory board conseil de surveillance , which has the following characteristics:. The management board can be composed of a single person if the share capital is less than MAD1.
The members of the supervisory board must be shareholders in practice, nominees holding a single share ; and. The manager is appointed by the shareholders. The manager is vested with the broadest powers to act in all circumstances on behalf of the company, subject to the powers that the law expressly confers on the partners.
In other words, any limitation of his or her powers will have an internal effect on the company and will not be effective against third parties except if they have knowledge of these limitations. Management restrictions There are no management restrictions on foreign persons, except in certain specific business sectors for example, pharmaceuticals or insurance sector.
Directors' and officers' liability Managers are civilly liable in the event of any:. Infringement of legal and regulatory provisions relating to the joint stock companies. Mismanagement faute de gestion. There can be criminal liability in certain circumstances for example, the distribution of fictitious dividends by the managers. Parent company liability Parent companies and their subsidiaries are separate legal entities.
Stable Government Since the country achieved its independence from France in , Morocco has experienced a long period of peace and stability.
Successive administrations since have focused on developing the economy and the welfare of Morocco and its citizens. This stability is reassuring for foreign investors as there is less risk of their investments being jeopardised by a military coup, riots or political uproar.
These benefits of doing business in Morocco as well as many others mean that global organisations can take advantage of this fast developing and ideally located country. Harnessing the benefits, however, requires an understanding of the cultural differences and their impact on the professional environment in Morocco.
Guides Morocco company registration Comprehensive guide produced by Healy Consultants explaining company structures and business entity types, fees and timelines for incorporation, accounting and tax in this jurisdiction and comparisons with other countries in the region. Exporting On our Exporting to Morocco page you can find export guides, trade forecasts and economic and political updates.
Corporate governance European Corporate Governance Institute The European Corporate Governance Institute ECGI aims to provide 'a forum for debate and dialogue between academics, legislators and practitioners, focusing on major corporate governance issues and thereby promoting best practice'.
Law and regulation Doing Business law library World Bank Collection of business laws and regulations from economies around the world, linking to official government sources. Forums and support networks British Chamber of Commerce for Morocco A support network for promoting business and trade between Britain and Morocco. Articles and books in the Library collection Find articles and books in our collection on doing business in Morocco To find out how you can borrow books from the Library please see our guide to book loans.
Can't find what you are looking for? Appointments should be arranged in advance and should not coincide with prayer times — check with your local contact on the prayer times.
Bring an interpreter. In Morocco, a handshake between men or kisses on the cheek between women are common. Nonetheless, things may get complicated between a man and a woman, as some devout Muslims may not want to shake a female's hand, and equally, some foreign females may find it challenging to kiss another female on the cheek.
If in doubt, give a nod, smile, and politely ask if the person would mind a handshake. Mon-Fri and
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