How to Close an SNC (Société en Nom Collectif) in Morocco: Complete Guide

Closing a partnership in Morocco is not the same as closing a limited liability company, and many partners only discover this when the closure file lands on the table. The Société en Nom Collectif is the most personal form of company in Moroccan law, which means that knowing how to close an SNC in Morocco is also knowing how to protect yourself, because your personal liability does not disappear when the company is struck off the trade register.

This guide walks you through the full procedure, from the partners’ unanimous decision to the final radiation from the commercial register. You will learn the legal triggers, the step by step procedure, the documents you need, the tax exposure for each partner, the realistic timeline, and the mistakes that most often turn a partnership closure into a costly problem.

What Is an SNC and Why Its Closure Is Different

An SNC, Société en Nom Collectif, is the partnership form governed by Law 5-96, the same law that regulates the SARL and SARL AU. The structure is built on three principles that change every other aspect of how you close the company.

First, every partner has the legal status of commerçant (merchant) and is personally, jointly, and severally liable for the company’s debts without limit. That means a creditor can pursue any single partner for the full amount of any company debt, not just for their share.

Second, the SNC is governed by the principle of intuitu personae, the idea that the company exists because of the specific identity and mutual trust of its partners. This is why events affecting one partner, such as death or bankruptcy, can trigger the dissolution of the whole company.

Third, the default decision-making rule is unanimity. Unless the articles say otherwise, every partner must agree to dissolve the company.

In practice, this combination makes SNC closures slower and riskier than a SARL closure, and the wider guide on closing a company in Morocco maps how the SNC compares to every other form.

Dissolution vs Liquidation: The Two Stages Still Apply

The SNC closure follows the same two stage rule as every other Moroccan company, and you cannot merge them.

Dissolution is the legal decision to end the company. For an SNC, this is the partners voting unanimously in an extraordinary general meeting to wind up the partnership.

Liquidation is the operational cleanup. The liquidator sells assets, collects receivables, pays creditors in legal order, and distributes any surplus to the partners.

Both stages are mandatory and always run in that order. The full distinction is explained in our guide on dissolution vs liquidation in Morocco.

What Triggers the Dissolution of an SNC?

An SNC can be wound up for several reasons, and the law treats personal events affecting partners as serious triggers in a way that does not apply to other forms.

The most common triggers are:

• Unanimous decision of the partners at an extraordinary general meeting
• Death of a partner, unless the articles specifically provide that the company continues with the heirs or the surviving partners
• Bankruptcy or judicial liquidation of a partner, again unless the articles provide for continuation
• Court ruling of incapacity or prohibition to exercise commercial activity against a partner
• Expiry of the company term stated in the articles
• Achievement or impossibility of the corporate purpose
• Judicial dissolution ordered by a court following a serious deadlock between partners (mésentente grave)

The death-of-partner rule catches most partnerships by surprise. Without an explicit continuation clause in the articles, an SNC is automatically dissolved the day a partner dies. This is why the careful drafting of articles at incorporation matters so much, and why our contract drafting in Morocco service treats partnership articles as one of the highest-risk documents.

How to Close an SNC in Morocco: Step by Step

The SNC liquidation procedure follows a fixed sequence. The order is not optional, and the liquidator is personally liable for any departure from it.

Step 1: Hold the Extraordinary General Meeting

The dissolution of an SNC is decided at an extraordinary general meeting (assemblée générale extraordinaire). Unless the articles set a different majority, the decision must be taken by unanimity of all partners.

At this meeting, the partners vote the dissolution, appoint one or more liquidators, define their powers, and set the address where liquidation operations will be conducted. The decision is recorded in formal minutes that are signed by every partner and legalized.

Step 2: Register and Publish the Decision

Within 30 days of the meeting, the company must:

• File the dissolution deed with the tax administration for registration
• Deposit the minutes at the registry of the Commercial Court
• File an amending declaration so the trade register shows société en liquidation
• Publish a notice in a legal announcements journal and in the Official Bulletin

This publication is the legal trigger that informs creditors and third parties of the closure.

Step 3: File the Cessation Balance Sheet

The company must file a balance sheet showing its financial state at the dissolution date with the tax administration. This document triggers the final tax assessment, so the figures must be reconciled, documented, and defensible.

Step 4: Carry Out the Liquidation Work

This is usually the longest phase. The liquidator:

• Inventories all assets
• Sells fixed assets and stock
• Collects customer receivables
• Terminates employee contracts under the Moroccan Labour Code
• Pays creditors in the legal priority order

For an SNC with unlimited partner liability, this phase often forces difficult conversations because partners may need to contribute personal funds to cover company debts before the closure can proceed.

Step 5: Approve the Final Accounts

Once everything is settled, the liquidator prepares a closing report. A second extraordinary general meeting approves the final liquidation accounts, releases the liquidator from their mandate, and confirms the closure.

Step 6: Strike the Company Off

The closure is published, the company is removed from the trade register through the radiation procedure, and deregistered from the tax administration and the CNSS. Only at this point does the SNC legally cease to exist.

The Personal Liability Trap: Why SNC Closure Is Different from SARL

This is the single most important section of any guide on SNC closure, and the one most articles skip.

In a SARL, partners are only liable up to the amount of their contributions. When the SARL is struck off, that liability ends. In an SNC, this is not the case.

Every partner remains personally liable for the company’s debts that existed before the dissolution, even after the strike off. A creditor who appears six months after closure with an unpaid invoice from two years earlier can still pursue any individual partner for the full amount.

From experience, this is what most often blocks SNC closures. Partners discover that closing the company does not protect them from creditors and that the strike off only ends the company’s legal existence, not their personal exposure. The only real protection is to make sure every known and potential creditor is fully paid before the closure file is finalized.

Documents You Will Need

Build the file as you go, not at the end:

• Minutes of the dissolution EGM, signed by every partner and legalized
• Liquidator appointment act with defined powers
• Liquidator’s written acceptance of the mandate
• Cessation balance sheet
• Proof of legal gazette and Official Bulletin publications
• Tax clearance certificate (quitus fiscal)
• CNSS clearance certificate (quitus social)
• Minutes of the closing EGM approving the final accounts
• Application for radiation from the trade register

Tax Obligations When Closing an SNC

SNC taxation has two layers because of the tax transparency principle. The company pays corporate tax, but partners are also taxed personally on their share of profits and on the liquidation surplus.

Plan for the following tax events:

• Final corporate income tax on any gain from selling assets during the closure year
• VAT regularization on previously deducted VAT for fixed assets that are sold or retained
• Registration duties on the liquidation deeds and on the distribution of the surplus
• Personal income tax for each partner on their share of the liquidation surplus (boni de liquidation), treated as professional income

According to data , partnership structures like the SNC are subject to specific tax-transparency rules that make partner-level planning essential.

The safest move is to hold back a cash reserve until the tax clearance certificate is issued. Owners who distribute the surplus early often face a later assessment that nobody has the funds to cover, and the liquidator carries that liability personally.

Employees, CNSS, and the Manager

The Moroccan Labour Code applies to SNC employees just like any other company. Every worker is entitled to notice pay, severance based on seniority, payment for accrued leave, and a clean CNSS record.

The manager (gérant) of an SNC is often one of the partners. When the company is dissolved, the manager’s mandate ends but their personal liability as a partner continues, which is a critical point many small partnerships overlook.

SNC vs SARL: Closure Compared

To make the differences concrete:

Aspect	SNC	SARL
Decision majority	Unanimity by default	75% of share capital
Partner liability	Unlimited, joint and several, survives closure	Limited to share contributions
Death of partner	Triggers dissolution by default	No effect
Statutory auditor	Mandatory above 50M MAD revenue	Same threshold
Tax framework	Tax transparency, partners taxed personally	Company pays IS, partners taxed on dividends
Typical timeline	9 to 15 months	6 to 12 months

For the multi-partner LLC procedure, see our how to close a SARL in Morocco guide. For the single-member LLC variant, see how to dissolve a SARL AU in Morocco. For the public limited company, see how to dissolve and liquidate an SA in Morocco.

Alternative to Closure: Transforming the SNC into a SARL

Before launching a full closure, partners should seriously consider transforming the SNC into a SARL or SA. This is often the smartest move when:

• The business is profitable but the partners want to limit personal exposure going forward
• The articles do not have a continuation clause and a partner is approaching retirement
• New partners want to join but refuse unlimited liability
• The company is being prepared for sale or for outside investment

The transformation is faster, cheaper, and significantly less risky than a closure followed by a new incorporation. Our service on change company legal structure in Morocco handles these transformations regularly.

Realistic Timeline and Cost

Honesty matters here, because partnership closures are slower than they look on paper.

• Clean SNC closure with no debt and full partner alignment: roughly 6 to 9 months
• Typical case with some assets, normal tax history, no disputes: 9 to 15 months
• Complex case with a deceased partner, pending litigation, or foreign partners: 18 to 24 months or more

Costs vary by complexity but a clean closure typically falls between 10,000 and 25,000 MAD in fees and publication costs combined. The slowest steps are nearly always the tax clearance and untangling residual partner liability.

Common Mistakes Specific to SNC Closures

A few patterns repeat across SNC closures:

• Treating it like a SARL and assuming a 75 percent vote is enough. SNC default is unanimity, and one objecting partner can block the closure or force a judicial route.
• Forgetting that personal liability survives the strike off. Partners distribute the surplus, close the company, then a creditor appears months later.
• Distributing the surplus before tax clearance. This is the single most expensive mistake across all Moroccan company closures.
• Ignoring the death-of-partner clause when drafting the original articles. Without a continuation clause, a partner’s death dissolves the company automatically.
• Skipping the publication step. The Official Bulletin publication is what protects partners by triggering the statute of limitations against creditors. Without it, that clock never starts.

If you are unsure where your SNC stands on any of these points, our legal consulting in Morocco team handles partnership closures regularly.

Frequently Asked Questions

Conclusion

Understanding how to close an SNC in Morocco is fundamentally about understanding personal liability. The procedure itself is similar to a SARL closure, but the unlimited and surviving liability of every partner makes the stakes structurally different. Unanimity is required, the death of a partner can trigger dissolution by default, and creditors can pursue partners individually long after the company is struck off.

The biggest risk in an SNC closure is treating it as a paperwork exercise. It is not. Before launching the procedure, partners should weigh the alternative of transforming the SNC into a SARL, which often protects everyone better than a closure does. If closure is genuinely the right path, build the file as you go, settle every known debt before distribution, and keep a reserve until the tax clearance arrives.

If you are preparing to close an SNC, the smartest first step is a clear assessment of where your partnership stands. Book a free consultation with our team to map the procedure to your specific situation before you call the first partners’ meeting.