Setting up in Morocco – what are the main features?

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• Limited liability companies (SA) must have a minimum of five shareholders who can be either legal entities or individuals

• The shareholders’ liability is limited to the amount of share equity the shareholder hold

• Upon incorporation of the limited liability company, a quarter of the equity capital must be paid in advance if paid in cash contributions

• If it is paid in contributions in kind, it must be fully paid upon incorporation

• Both bearer and registered shares may be issued by the limited liability company

• The minimum share value is 50 MDh

• The company has no corporate name but a trade name, and there are generally no restrictions on the sale and transfer of shares to third parties

Morocco Private Limited Company (SARL) 

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• The private limited company (SARL) is an intermediate type between associations of persons and of capital

• It is always a trading company, regardless of its corporate name and its minimum equity capital is 10,000 MDh

• It may be formed by two or more members who are only liable to the amount of their share of the equity capital in the company

• Unlike a general partnership, members of a private limited company do not need to be registered merchants

• The private limited company must file a memorandum of association as part of its incorporation process

• The capital stock has to be fully described and paid up as the company is formed

A Branch Office in Morocco?

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• The branch affiliate or subsidiary of a foreign corporation is regarded as a separate legal entity

• The Moroccan branch, however, has to disclose certain details regarding its parent-company, its representatives and its delegated powers     

Sole Proprietorship/ Trader in Morocco?

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• Foreigners may establish in Morocco sole proprietorships

• In a sole proprietorship, the business is conducted under the responsibility of an individual personally liable for the debts of the business to the extent of all business and personal assets

• The business must be registered with the Commerce Registry and with the tax authority