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Company Registration in Morocco: Establishing a Limited Liability Company (LLC/SARL)

The SARL (Limited Liability Company) is a widely used business structure in Morocco. It works well for various commercial and craft activities. When you create an LLC, it helps protect your personal assets and offers favorable tax benefits. This type of company provides entrepreneurs with simplicity and security.

SARL AU is a variation of SARL with a single founding partner.

register a company in Morocco

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Company Registration in Morocco

Step 1: Choosing a legal structure

Foreign companies operating in Morocco have a range of legal options to conduct their business. These options can be broadly categorized into three main types:

  1. Partnerships: This category includes general partnerships, limited partnerships, and joint ventures.

  2. Capital companies: Companies falling under this category comprise private limited companies, public limited companies, simplified public limited companies, and limited partnerships with shares.

  3. Branch offices: A branch office can also be established by foreign companies.

In practical terms, the most commonly chosen legal structures for companies in Morocco are the Limited Liability Company (LLC or SARL) and the Public Limited Company (PLC or SA). In fact, the LLC is the preferred choice for most investors, accounting for over 97% of the 162,877 companies incorporated between 2010 and 2014, as reported by the Moroccan Office of Industrial and Commercial Property (OMPIC).

Given this prevalence, we will focus on explaining the key characteristics of the LLC, PLC, and branch office structures.

Legal Structure Limited Liability Company (SARL)

Limited Liability Company (SARL)

  • Legal entity with legal personality.
  • Can be formed by one shareholder (SARL with a sole shareholder) or multiple shareholders.
  • Shares are not freely transferable, with exceptions for spouses and parents.
  • Requires at least two founding partners, except for a SARL with a single shareholder.
  • No minimum share capital requirement, but 100,000 MAD is recommended.
  • Directors don't need to be residents or shareholders in Morocco.
  • An auditor is required if the turnover exceeds 50,000,000 MAD.
Public Limited Company (SA)
  • Shareholders have limited liability and hold negotiable security (shares).
  • Shares are freely transferable and negotiable.
  • Requires a minimum of 5 shareholders.
  • Minimum share capital: 300,000 MAD or 3,000,000 MAD for public offers.
  • Mandatory appointment of an auditor.
  • Two types:
    1. Managed by a board of directors (3 to 12 members).
    2. Governed by a management board and a supervisory board.
Simplified Public Limited Company (SAS)
  • Suitable for joint projects between companies.
  • Requires a minimum of two shareholders.
  • Minimum share capital same as SA.
  • Shareholders must be companies with at least 2,000,000 MAD capital.
  • Less restrictive rules, with management provisions defined in the Articles of Association.
  • Obligation to appoint a president.

Branch Office

  • A subsidiary of a foreign parent company.
  • Lacks legal autonomy and separate assets from the parent company.
  • Managed by the head office's legal representative, usually an employee.
  • Most commonly used by investors in Morocco is the LLC (SARL).

Step 2: Obtain a negative Certificate

To set up your company in Morocco, start by choosing an available name from the commercial register. Get your negative certificate from the chambers of commerce or OMPIC, except for individual companies not using a sign.

Step 3: Signing of a commercial lease or a domiciliation contract

Every company in Morocco must have a registered office address to be officially registered. There are two ways to do this:

  • Rent a space by signing a commercial lease.
  • Use a business center for your company’s address.

Most new companies choose to use a business center because it’s cheaper and simpler. In fact, 72% of new companies in Casablanca go for this option in their early stages, as reported by the Moroccan Association of Business Centres (AMCA).

Step 4: Establishment of statutes

  • LLC articles of association are legally significant, affecting the manager’s status.
  • Options include notarial deeds or private drafts; standard statutes require careful review.
  • Manager appointment: in the articles or separately, the latter avoids amendments for changes.
  • SARL capital: set by partners, no minimum, divided into shares of equal value.

Step 5: Filing Documents for Business Creation and Registration Formalitie

this step is to officially record the date of your business creation.

Now, you must file and register these documents online with the help of a professional like an accountant.

Note: Starting a business doesn’t have registration fees, but you’ll need 200 Dirhams for the lease or domiciliation contract.

Step 6: Registration for the professional tax (TP) and the Fiscal identifier (IF)

Register at the Regional Tax Office for a business tax (TP) number and tax identifier (IF). Required documents:

  • Application for professional tax registration
  • TP certificate request
  • Declaration of existence
  • Lease contract or domiciliation certificate
  • Manager’s CIN copy
  • Status copy
  • Approval or diploma for regulated activities

Step 7: Registration in the Trade Register (RC)

To register a company in Morocco, you need to submit these documents to the Morocco company registry (CRI):

  • Statutes
  • Minutes of the AGC (constituent general meeting), if necessary
  • Negative certificate
  • Certificate of freezing of funds
  • Certificate of registration for business tax and tax ID
  • CIN (National Identity Card) of the partners and the manager
  • Model 2 in 3 copies
  • Lease contract or certificate of domiciliation

You must file all these documents with the regional investment center (CRI) in the city where your company is based.

The CRI simplifies the company registration process in Morocco by combining services from the commercial court, Tax Authorities, Morocco company search (OMPIC), and Social Security (CNSS).

Step 8: Affiliation to the CNSS

Commercial companies must register with the National Social Security Fund (CNSS) for free. Essential documents include:

  • Register with National Social Security Fund (CNSS)
  • Affiliation request
  • Address of activity locations
  • Manager’s CIN
  • Business tax registration (IF + ICE)
  • RC registration certificate + model J
  • Company statutes + AGC minutes

Step 9: Withdrawal of the incorporation file from the CRI

Typically, a company in Morocco is incorporated within 7 to 10 days after filing. The CRI provides:

  • Company identifiers notification form.
  • Professional tax registration certificate.
  • Tax administration’s declaration of existence.
  • National Social Security Fund (CNSS) registration certificate.
  • Registered articles of association

The trade register extract, Model J, is issued within a week of incorporation.

Morocco Company Registration

Step 10: Legal advertising

Publication in a legal announcements newspaper (JAL) and the official bulletin (BO) is required. The notice, in Arabic and French, must include:

  • Publish in a legal announcements newspaper (JAL) and official bulletin (BO)
  • Include company form
  • State corporate name
  • Mention brief corporate purpose
  • Provide head office address
  • Specify company duration
  • Detail share capital and contributions
  • List partners’ names, statuses, and addresses
  • Name individuals with company binding authority and their addresses
  • Note commercial register registration number

Step 11: Open a bank account and block capital

For share capital over 100,000 Dirhams, block it in a bank to get a blocking certificate. For capital under 100,000 Dirhams, blocking isn’t required but recommended to show partner commitment.

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