starting a business in Morocco
hanae belsakri
Writing By Hanane Belaskri

23.05.2022 | Bh Adviser | Morocco

Starting A Business In Morocco As A Limited Liability Company (Llc)

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HOW TO CREATE A COMPANY IN MOROCCO IN 15 DAYS

The different types of company in Morocco fall into three main categories: In Morocco, the legal forms of companies most commonly used are the limited liability company and the public limited company

What is starting a business in Morocco as a limited liability company (LLC)

Starting a business in Morocco as a limited liability company (LLC) is the most popular legal structure for the establishment of a company, and it is the golden egg for foreign investors wishing to start a business in Morocco.

And in this article will know the reasons why this structure is legal very used in Morocco? and how to farm an LLC step by step? What Are Limited Liability Companies (LLCs)in Morocco Used for? Are Limited Liability Companies Taxed Differently Than Corporations in Morocco?

Understanding start a business in Morocco as a limited liability company (LLC)

LLC is a type of business structure in Morocco, that is created by shareholders who do not need to have the legal status of a tradesman and benefit from the tax benefits and be a limited liability means.
if it all goes wrong the directories do not person lose out.

Why starting a business in Morocco as an LLC the best choice?

The primary reason business owners start a company as LLCs is to limit the personal liability of the shareholders and their partners or investors is to limit the personal responsibility of the parties themselves and their partners or investors.

  • No minimum share capital.

  • Legal entities can create an LLC company (SARL in French).

  • A non-resident of Morocco can also create a company.

  • Every partner is responsible only for the amount of his contribution.

  • A minimum of ¼ of the capital must be paid up, and the remaining capital must be paid up within 5 years.

  • The partners of the company choose a manager (the one responsible) among the partners, possibly two managers.

How to start a business in Morocco as (LLC) in 7 steps

To start a business as LLC in Morocco, you will have to submit documents to the city where your business is located.

  • Step 1: choosing a name for your business (the negative certificate)

    Morocco must need a unique company name (you can check online for company names to verify if the name of your company's proposed LLC is available.), and this application is made online on the OMPIC website.

  • Step 2: drafting the articles of association for your llc company

    After getting the negative certificate (name of the business you want to start from OMPIC), you need to work on drafting articles of association, this is the main constitutional document of your company which is first adopted during the incorporation process, and it defines the rules and regulations that the company and its officers are legally required to follow at all times.

    The drafting of the articles of association, checking that a certain number of mandatory statements are included, in particular:

    ● The legal structure of the company.
    ● The period of the company.
    ●The Name of the company.
    ● The registered office of the company.
    ● The purpose of the company, and the sum of the company's capital.
    ● The rules for the functioning of the company must be fixed first, and then the rights and responsibilities of each of the partners must be set out.

    Drafting the articles of association of a limited liability company is not a simple procedure, you will require the services of an accounting firm to assist you in drafting this essential legal document. Once this step has been accomplished, it will be important to proceed with the appointment of the administrator(s).

  • Step 3: Appointment of the director(s)

    This can be done by a deed of appointment of the director(s). There are, nevertheless, certain difficulties with this procedure.
    In the light of the change of director, the articles of association will have to be replaced, which may require some formalities.

  • Step 4: Sign the Articles of association

    And that is not all, because the contributions in kind must be audited by an External Auditor, if necessary, and all partners must sign the articles of association.
    Then the dated articles of association are certified and legally registered within a month of signing.
    To make the articles of association more workable, consider drafting a shareholders' agreement, which is nothing more than an agreement drawn up between partners in parallel with the company's articles of association.

  • Step 5: Blocking the capital

    The next important step is to deposit the shares in the company's bank account if the capital is more than 100,000 dirhams.
    Once this step is completed, you will obtain a bank certificate attesting to the locking up of the share capital.

  • Step 6: Registering documents

    After you have collected all the incorporation documents, they must be handed to the regional investment centre in your area.
    A filing receipt will then be issued to you, and you will have to wait about ten days for your limited liability company to be declared duly formed and registered with the Moroccan administrative institutions (OMPIC, commercial court, CNSS, tax authorities).

  • Step 7: Publishing a business incorporation notice

    The articles of incorporation must be posted in a newspaper that carries legal notices.

How does work starting a business in Morocco as LLC?

The management of a limited liability company is delegated to one or more directors, who can be held liable in the event of criminal acts leading to a situation of cessation of payments.
Furthermore, the partners, whether or not they are directors, may be natural or legal persons. They can also take decisions relating to the company’s corporate life and must, for example, give their opinion on certain regulated agreements. Moreover, while the status of a partner confers pecuniary rights, it also offers political rights.
  • Social security status of the manager of a limited liability company

    The managers may or may not be shareowners and may be appointed in the articles of partnership or by separate deed.
    They are subject to dismissal by an ordinary meeting of the stockholders and to compensation in the absence of grounds for sanctions.
    They are entitled to remuneration and may, in this case, benefit from the compulsory national social security fund and compulsory health insurance scheme.

  • The rights of shareholders

    As summarized above, being a shareholder gives the right to be informed about the annual accounts, the inventories and reports submitted to the shareholders' meetings, the minutes of the shareholders' meetings, and the last three financial years.
    Twice a year, investors may, if they wish, question the directors on the administration of the company.
    In addition to this right to information, shareholders can claim financial rights such as liquidation bonuses or dividends. Any power is limited in proportion to the amount of each shareholder's holding.
    In parallel to these financial and information rights, shareholders also have political rights such as the right to vote and to participate in individual meetings.
    Finally, the partners have a fundamental right: the right to apply, for example, for the removal of one or more directors.

  • General meetings of shareholders

    General meetings, whether ordinary or extraordinary, are places where owners can express their political rights, such as the right to vote.
    The terms and conditions for exercising these votes differ depending on whether the decisions are ordinary or extraordinary.
    In the case of extraordinary decisions, at least two two-thirds the of shareholders present or legally represented must be present at the first meeting, provided that they hold at least 25% of the total shares.
    At the second notice of the meeting, at least two-thirds of the shares of the shareholders present or represented shall be required, provided that they hold at least 20% of the total shares.
    For ordinary resolutions, an absolute majority must be reached on the first call. A simple majority is sufficient for the second call, but the articles of association can always provide for an outright majority for all ordinary resolutions.

What is the tax regime for a limited liability company (LLC) in Morocco

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As a business company by form, the LLC will be subject to corporate income tax under the ordinary tax regime and according to the rules of Article 2-I of the General Tax Code.
In terms of its activity, the LLC may or may not be required to pay value-added tax (VAT).
The Tax Code makes provision for the imposition of VAT on commercial and industrial business operations as well as on professional services. It covers both import operations and local activities. Likewise, the LLC is required to pay business tax and municipal service tax.

What are some examples of the business as LLc?

LLCs are more popular than one might think., in Morocco, the subsidiary of Google, is an LLC, as are Pepsi-Cola, Nike, IBM, Johnson & Johnson, and Sony.
There are many much smaller LLCs. Variations include sole trader LLCs, family LLCs, and membership-based LLCs.
Many doctor groups are registered as LLCs. This protects individual physicians from personal liability in the case of a medical malpractice lawsuit.

Social declaration and tax return:

CNSS: Social declaration:
VAT: value-added tax
IR: income tax
IS: corporate tax

Summary

Starting a business as LLC in Morocco has attractive features ranging from limited liability to its owners, simple incorporation formalities, basic ongoing reporting requirements, and the absence of a minimum capital requirement.
From its legal status to its more regulated operation, it offers a protective framework for its members. It also provides political and financial rights to the shareholders in proportion to the number of their investments. If a minimum of two shareholders is required, it is possible to create a limited liability company with a single shareholder.
All these upsides make the SARL or LLC the corporate structure of choice in Morocco since it represents more than 98% of the companies created year on year. Besides, the LLC is a popular and flexible business option that works well for many foreign investors and entrepreneurs who want to start an idea of a business or project.

If you are looking to setup your LLC in Morocco, contact Mrs Hanane Belaskri today to begin the process. Most LLCs can be register in less than 15 days.