How to Close an SCS or SCA in Morocco

Closing a partnership-based company in Morocco is not the same as winding down a SARL or an SA. If you want to know how to close an SCS or SCA in Morocco, you are dealing with two hybrid legal forms that mix unlimited-liability partners with limited-liability investors, and that mix changes everything about the closure procedure.

In this guide, you will learn the exact legal framework that governs SCS and SCA dissolution, the step-by-step procedure to follow, the documents required, the realistic timeline and cost, the tax obligations triggered by closure, and the answers to the questions clients ask us most often before they begin.

What Does It Mean to Close an SCS or SCA in Morocco

Closing an SCS (Société en Commandite Simple) or SCA (Société en Commandite par Actions) in Morocco means going through two legally distinct phases: dissolution and liquidation. Dissolution is the formal decision to cease business activity. Liquidation is the operational cleanup that follows.

Both company types are governed by Law n° 5-96, promulgated by Dahir n° 1-97-49 of February 13, 1997, which covers the creation, management, and dissolution of partnerships, limited partnerships, joint-stock partnerships, SARLs, and joint ventures. The official text is published by the Moroccan government and remains the reference for any closure procedure (see the Secrétariat Général du Gouvernement for the consolidated version).

In practice, the SCS and SCA are rarely used in Morocco today. Most active commandite companies were set up for family holdings, real estate vehicles, or specific tax structures. If you are at the planning stage and considering whether to set up such a structure, our guide on how to register a company in Morocco online lays out the alternatives. When the partners decide to exit, the closure procedure is more delicate than for a SARL because of the role of the commandités (general partners with unlimited liability) and the way their consent governs almost every major decision.

The Difference Between an SCS and an SCA

Before starting the SCS dissolution Morocco procedure, you need to know exactly which form you are dealing with, because the documents and the rules differ.

• SCS (Société en Commandite Simple): a partnership with at least one commandité (unlimited liability, merchant status) and at least one commanditaire (limited liability, no merchant status). No minimum capital required. Governed by Articles 20 to 30 of Law 5-96.
• SCA (Société en Commandite par Actions): a hybrid between an SCS and an SA. The capital is divided into shares. The number of commanditaire shareholders cannot be less than three. The commandités have unlimited liability, the commanditaires hold transferable shares.

The SCA is treated more like an SA for the limited partners and more like an SCS for the general partners. That dual nature shapes the entire closure procedure.

Legal Grounds for Dissolving an SCS or SCA in Morocco

Dissolution can be triggered by ordinary causes that apply to all Moroccan commercial companies, or by causes that are specific to commandite structures.

Common causes of dissolution:

• Expiry of the company’s statutory term (usually 99 years)
• Achievement or extinction of the corporate purpose
• Unanimous shareholder decision to dissolve early
• Court-ordered dissolution for valid reasons (deadlock, breach of obligations)
• Judicial liquidation following insolvency

Causes specific to SCS and SCA:

• The death of a commandité partner causes dissolution by operation of law, unless the articles of association provide otherwise
• Judicial liquidation, bankruptcy, prohibition from exercising a commercial profession, or legal incapacity affecting a commandité dissolves the company unless the statutes or the other partners decide unanimously to continue
• For the SCA, if the sole deceased commandité leaves only minor non-emancipated heirs, the company must be transformed or replaced by another partner within one year of the death, failing which the SCA is dissolved by operation of law

This is where the SCA vs SCS closure shows a real difference from SARL closure: the personal situation of the commandité partner can force a dissolution even when the business is profitable.

Step-by-Step Procedure to Close an SCS or SCA in Morocco

Based on real liquidation files we handle in Casablanca, the closure of a commandite company follows the same two-phase logic as any other Moroccan company, but with stricter requirements on partner consent.

Step 1: Pre-Closure Audit and Balance Sheet

Before calling the general meeting, the management prepares a pre-liquidation balance sheet that shows assets, liabilities, and any contingent claims. This step is not optional. The tax administration will compare it later with the closing balance sheet, and any unexplained gap triggers an audit.

In our experience, this is the stage where most problems are spotted: unpaid social contributions, dormant tax filings, undeclared loans from shareholders, or assets that were never properly recorded. A thorough accounts receivable review at this point often saves the liquidator weeks of work later.

Step 2: Extraordinary General Meeting (AGE)

The partners or shareholders meet in an extraordinary general meeting with three items on the agenda:

1. Approval of the pre-liquidation balance sheet
2. Decision to dissolve the company anticipatively
3. Appointment of a liquidator and fixing of the liquidation seat

For an SCS, the decision usually requires unanimous consent of the commandités plus the majority defined in the statutes for the commanditaires. For an SCA, the AGE follows rules similar to the SA, but no decision affecting the commandités can be taken without their unanimous agreement.

The minutes (procès-verbal) are drafted, signed by all participants, legalized, and registered with the tax administration. Two copies of the minutes of the extraordinary general meeting aimed at the dissolution of the company are needed for the commercial court filing.

Step 3: Legal Publications

Within one month of the dissolution decision, the company must publish two notices:

• A notice in a journal of legal announcements (journal d’annonces légales) covering the registered office’s jurisdiction
• A notice in the Bulletin Officiel (Official Gazette)

The liquidator handles the publicity of the minutes by depositing it at the commercial court registry, publishing in a legal announcement newspaper, and publishing in the Bulletin Officiel. These publications make the dissolution opposable to third parties and start the clock for creditors to come forward.

Step 4: Commercial Court Filing

The liquidator files a modifying declaration (déclaration modificative) at the registry of the commercial court where the company is registered. The trade register entry is updated to add the mention “en liquidation” next to the company name, and the liquidator’s name is recorded.

Documents required for the commercial court phase typically include:

• Two legalized copies of the AGE minutes
• A certificate of deposit
• A copy of the national ID of the responsible person
• The journal that published the dissolution notice
• A request for publication at the Official Bulletin stamped by the relevant services
• A declaration of conformity
• Form 1/4 in three signed and legalized copies

Step 5: Tax Administration Notification

Within 45 days of the dissolution decision, the liquidator files a “total cessation of activity” declaration (déclaration de cessation totale d’activité) with the Direction Générale des Impôts. This includes the closing tax balance sheet and the final corporate income tax return.

If you also have employees, you must notify the Caisse Nationale de Sécurité Sociale and settle all outstanding contributions before the liquidator can sign off. Getting legal consulting in Morocco at this stage is often what separates a clean exit from a contested one.

Step 6: Liquidation Operations

This is the longest phase. The liquidator sells the assets, recovers receivables, pays creditors, and prepares the final accounts. In Morocco, the liquidation can only be fully completed (meaning the liquidator can sign off on the liquidation accounts) once any and all liabilities are fully paid.

For SCS and SCA, the commandités remain personally liable for any unpaid social debt even after the formal closure, so the liquidator usually pays particular attention to fully settling every claim before issuing the final report.

Step 7: Closing AGE and Radiation

A second extraordinary general meeting approves the final liquidation accounts, gives quitus (discharge) to the liquidator, and decides on the distribution of the liquidation bonus (boni de liquidation) if any. A final publication is made, and the trade register issues the radiation certificate (certificat de radiation), which formally ends the legal existence of the company.

How Long Does It Take and How Much Does It Cost

Closing a commandite company in Morocco takes between 6 and 18 months in normal conditions. Faster files exist (4 to 5 months) when the company has no debts, no employees, and clean books. Files that involve a tax audit, real estate, or contested creditor claims regularly stretch beyond two years.

Indicative cost ranges (Casablanca region, 2026):

• Legal announcements (journal + Bulletin Officiel)
• Court registration fees and stamps
• Liquidator fees: depend on the size of the file
• Accountant fees for the closing balance sheet
• Tax registration of the AGE minutes

If your situation is more general and you want the broader context, our pillar guide on closing a company in Morocco covers all legal forms in one place.

Tax Obligations When You Close an SCS or SCA

The tax exit is the most sensitive part of the file. The Moroccan tax administration treats the cessation of activity as a triggering event for several declarations:

• Final corporate income tax return (IS) within 45 days
• VAT return covering the period up to the cessation date
• Settlement of any social contributions due to the CNSS
• Possible taxation of unrealized gains on assets distributed to partners
• Cancellation of the taxe professionnelle (formerly patente) and the urban tax

For the SCA, distributions to commanditaires holding shares may also trigger withholding tax on dividends (currently 12.5% on profits and 15% on dividends per the 2026 Finance Law, but always verify the current rate before distribution).

Honestly, this is the area where doing things without professional help most often goes wrong. Even when the company has been dormant for years, the tax administration can request all historical filings, and missing returns become a personal exposure for the liquidator and, in the case of SCS/SCA, for the commandités.

If your closure happens because you want to restructure rather than exit, you may prefer to change the company’s legal structure instead, for example converting the SCA into a SARL or an SAS to simplify governance without losing the entity.

The Role of the Commandités in Closure

This is what sets the single-member SARL dissolution Morocco procedure apart from a commandite closure: in an SCS or SCA, the commandités carry unlimited joint liability for the company’s debts. That liability does not disappear at the moment of dissolution. It continues throughout liquidation and survives until every social creditor is paid.

In practice, this means:

• A commandité cannot leave the country during liquidation without arranging a power of attorney
• The liquidator usually requires written acknowledgment from each commandité before distributing any liquidation bonus
• Creditors who discover an unpaid claim after radiation can pursue the former commandités directly, within the limitation period

This is the main reason why the SCS and SCA are slowly being replaced by the SAS (Société par Actions Simplifiée), introduced by Law 19-20 published in the Official Bulletin of July 22, 2021, which supplemented Law 5-96 by adding this new legal form to the system of Moroccan commercial companies. The SAS offers limited liability across the board, which removes the personal exposure commandités face during a commandite liquidation.

Common Mistakes When Closing an SCS or SCA in Morocco

Based on the files we review for clients in Casablanca, the same mistakes come up again and again:

1. Treating dissolution and liquidation as one step. They are two separate legal phases, and skipping either creates a defective procedure.
2. Not getting unanimous commandité consent before the AGE. Without it, the dissolution can be challenged.
3. Forgetting the Bulletin Officiel publication. Without it, the dissolution is not opposable to third parties.
4. Distributing the liquidation bonus before paying creditors. This exposes both the liquidator and the commandités to personal claims.
5. Skipping the final tax return because the company was dormant. Dormancy does not exempt you from filing.
6. Choosing a liquidator without insurance for a complex file. The liquidator is personally liable for negligence.

For complex SCA files where shareholder disputes are likely, having a due diligence in Morocco review of the books before the AGE is a small investment that prevents large surprises during liquidation.

Frequently Asked Questions

Conclusion

Knowing how to close an SCS or SCA in Morocco is mostly about respecting the two-phase logic (dissolution then liquidation), securing unanimous commandité consent, completing the legal publications, and clearing every tax and social obligation before radiation. The commandite forms are unforgiving of shortcuts because the general partners remain personally on the hook until the file is fully closed.

If you are weighing your options, take time to review the company’s books, get a clear view of the tax exposure, and confirm who is willing to act as liquidator. A clean closure protects everyone, including future personal finances.

Ready to start? Our team handles SCS and SCA closures end to end in Casablanca. Get a free quote for a tailored review of your file before you call the AGE.

Writing by HANANE BELASKRI | Accountant , Legal and Tax Advisor , Judicial Expert , 300+ companies registered

She is a Legal & Tax Advisor, Partner at BH Adviser, helping international companies enter, operate, and grow in Morocco and Africa through compliant business setup, due diligence, payroll, and tax advisory.

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