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The LLC or Limited Liability Company is a legal form most often used by entrepreneurs who want to professionalise their activities. This legal form is prized for its many advantages, its flexibility in management and its formalities, which are more or less accessible to all entrepreneurs. This article brings together all the useful information for the creation and management of an LLC (SARL), as well as the benefits that professionals can draw from it.
To create a LLC (SARL), an entrepreneur can be considered as a single partner or associate with several people up to a limit of 50 people. In Morocco, partners can be both legal entities and natural persons. And, for a person to be part of the capital of a SARL, he or she is not obliged to be resident in Morocco and can therefore be based in a foreign country. Unlike other legal forms, the partners who constitute this type of company may not be traders and are not liable for all the debts of the company. On the contrary, they are only liable for the amount of the contribution in kind or in cash they have made.
Another characteristic of the LLC (SARL) is that there is no minimum capital defined in advance at the time of creation. Thus, the partners or the sole partner can decide to start with a capital of 100dhs. In the event that the capital exceeds the sum of 100,000 dhs and that the totality cannot be paid in at the time of creation, the amount to be paid in at the time of creation must not be less than a quarter of the fixed capital.
Another characteristic of the LLC (SARL) is that there is no minimum capital defined in advance at the time of creation. Thus, the partners or the sole partner can decide to start with a capital of 100dhs. In the event that the capital exceeds the sum of 100,000 dhs and that the totality cannot be paid in at the time of creation, the amount to be paid in at the time of creation must not be less than a quarter of the fixed capital.
The constitution of the file is simple and fast with 5 precise steps to follow:
Step 1: the company name must be the subject of a negative certificate, i.e. it must not have already been taken by another company on the territory. This application for a certificate is made to the OMPIC (Moroccan Office of Industrial and Commercial Property).
Step 2: Next, the articles of association must be drawn up. These are a set of articles indicating the rules to which all the associates will be subject, as well as the internal organization and operation that has been planned. The articles of association also specify the form of the company, its registered office, its name and the amount of each contribution, and the identity of the partners. It is also during the drafting of the articles of association that the manager or managers of the company must be defined. It is recommended that you seek expert advice for this crucial and sensitive stage.
Step 3: Once the articles of association have been drafted and validated by all the partners, they must be filed with the commercial register and the court registry in order to obtain a registration number that will allow legal advertising. The trade register number will also allow other useful accessories and documents such as invoices and company stamps to be made.
Step 4: It is time to register the new company with the CNSS and the tax authorities. Speaking of taxation, it is good to know that the limited liability company is subject to municipal service tax, business tax, corporation tax and VAT. As far as VAT is concerned, it is applied to all industrial and commercial transactions or import services or the liberal professions. Services are also subject to VAT depending on the annual turnover
Step 5: Finally, the company will receive all the green lights to open and legally start operations with the right to mark and initial all registers
Before the publication of the legal announcements, or the filing of all the files, it is necessary to pay the funds or part of the funds into the bank account if the capital is over 100,000 dhs. In this way, you will be able to receive a blocking certificate which will be useful for the rest of the creation process.
It should be noted that once the turnover reaches the amount of 50,000,000 dirhams, the company is subject to an audit with an auditor. This auditor may be indexed by the financial authorities and the audit must be carried out in accordance with the legal texts.
In simple terms, the limited liability company is entirely managed by the person who has been chosen as manager. This person is therefore more responsible than the other partners in the event of a dispute. However, the partners are all involved in the decision-making process, but do not have the right to veto in case of misunderstanding. The manager alone has the right of veto, as he alone bears a little more responsibility than the others.
In terms of remuneration, it is recommended that the person appointed as manager should have a larger share than the others, as a way of giving him/her the right of veto in the event of a dispute. However, just as the manager is appointed for a given period or permanently, he or she can be changed by the partners at an ordinary meeting. But if there are no clear reasons for his replacement, the manager receives compensation.
As far as the partners are concerned, they have the right to ask the manager for an account of his management of the company during his term of office, whether it concerns the annual accounts, the inventories or the minutes. They are also entitled to receive a share of the dividends according to the capital contribution of each partner. It should also be noted that all partners also have political rights and can therefore participate in the various general meetings or vote. They can also request the dismissal of one of the managers by presenting valid reasons.
As mentioned above, the LLC (SARL) is advantageous for the partners in that they cannot be sued in case of debt and are only liable for the amount of their contribution. The manager has the advantage of receiving a salary and being covered by social security. Furthermore, the LLC (SARL) allows for the easy transfer of shares and the possibility of forming partnerships.
The transfer of shares is quite simple in an LLC (SARL) when it is a question of transferring shares to an ascendant, a spouse or other partners of the company. The transfer takes place freely with the written agreement of both parties, unless the company’s articles of association stipulate another procedure.
In case of transfer of shares to third parties, an approval procedure must be followed to obtain the agreement of the partners, unless the articles of association provide for a different procedur.
An important thing to check when transferring shares is that the partner transferring the shares has paid the full amount of his share during the capital subscription.
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