WeCount Team
03 July 2021
The creation of a company requires going through many steps, including the drafting of the articles of association. Therefore, it is not enough to have a promising project. Whatever its relevance, an innovative idea always needs detailed articles of association translated into a legal act and then registered in the commercial register and become a company.
But how do you draft the contractual provisions of your company? Who should you turn to for the drafting of your articles of association? Should you do it yourself?
When one considers creating a company in Morocco, one often asks oneself some questions. Therefore, to clarify, here some information that might interest you.
Any individual or collective company needs a set of contractual, legal, or regulatory provisions to function optimally.
We call them the company articles of association, which articulate the relationships between the partners and the relationships concerning third parties. The drafting of the articles of a company is a mandatory step in creating a company in Morocco. To delimit more precisely the relations between the partners, they can resort to a shareholders agreement.
There are many ways to write the articles of association of a company. One can either do it oneself or hire the services of a lawyer or a chartered accountant.
It is not easy to create a company in Morocco because there are many steps to respect in a well-defined order. That is why being accompanied by a professional can be much simpler and faster.
The articles of association of a company have several uses. First, the relations between the associates and the links that bind the company to third parties are delimited. Second, they also set the company's main rules of organization and operation and specify the company's activity.
The articles of association are to the company what the constitution is to the countries insofar as in addition to the current rules of the company's functioning, in the articles of association, one finds all the information relating to the particular characteristics of the company.
Among these, we can mention the amount of capital, the purpose, the duration of the company's life, the company name, and the address of the registered office.
To this, we must add the functioning modalities, which include the rules of majority in the assembly, the modalities of appointment of the leaders, of recruitment of the personnel and dismissal, of the organization of the direction of the company, without forgetting the extent of the powers of the leaders as well as the modalities of framing of the transmissions of securities.
The articles of association also have the advantage of preventing conflicts between partners or shareholders. Therefore, the company's articles of association are a mandatory legal document that should not be neglected.
In Morocco, the articles of association are a mandatory step in the constitution of each company, whatever its legal form (SARL, SA, SAS, Etc.). They must therefore specify the legal structure of the company in the articles of association.
In Morocco, it is compulsory to file the company's articles of association with the Trade Register to validate its creation.
There are many ways to prepare or have drafted the articles of association of a company.
You can either write them yourself, or a lawyer or a chartered accountant can accompany you.
It is appropriate here to explain the essential elements for drafting the company's articles of association. However, suppose you have to prepare your articles of association yourself. In that case, it is preferable to use a model of articles of association adapted to the legal form of your choice if you do not already have a minimum of knowledge to identify the most critical clauses better.
Nevertheless, this process involves risks. For example, you can either come across a model with errors or work on a model that does not consider the specificities of your project or miss crucial information.
The best thing to do is to be accompanied by a chartered accountant. The advantage of working with a chartered accountant to create your company in Morocco and in particular for the stage of the drafting of your articles of association is that you can make knowledge with the cabinet and discover its way of working. Suppose you are satisfied with the service rendered. In that case, you can then continue the business relationship by entrusting all or part of the accounting to him.
The services of a lawyer can also be helpful for the drafting of your company's articles of association. Still, you must select your lawyer with care. It is preferable to solicit a lawyer specializing in business law to have a specialist who will include all the necessary clauses in your articles of association.
The drafting of company articles of association involves several components that it is essential to know and take into account. It is also crucial to distinguish between all types of projects to appreciate the difficulty of the work.
In any case, the intervention of a professional is often necessary to write the articles of association of a company without errors, especially if it is the first time that you have to deal with this task.
It is advisable to be precise in the drafting of the components of the articles of association. Indeed, a wrong definition of an element can significantly impact the regularity of the company's future operations.
In case of prejudice, a mistake can have serious consequences.
We, therefore, advise you to be vigilant and precise but be careful not to overdo it. Suppose you are too exact, for example, in the definition of the corporate purpose of your company, the day you wish to diversify your activity slightly. In that case, you may have difficulties doing so while remaining within the rules.
You may even have to set up a new structure to carry out your recent activity if your previous company's articles of association do not allow you to do so.
So be sure to keep in mind the future development of your business and its activities.
Take the necessary time to think carefully about the clauses you intend to insert into your company's articles of association, considering the possible modifications that will have to be implemented later.
Choosing your company's name may seem like the most straightforward step, but it is not always evident in reality. Indeed, finding a catchy company name, easy to pronounce and which corresponds perfectly to its subject while avoiding to take the name of its competitor is not given to everyone.
It is thus advisable to proceed to verification to make sure that it is available with a negative certificate at the Moroccan Office of the industrial and commercial property (OMPIC).
A negative certificate is one of the mandatory steps in the creation of a company in Morocco.
The corporate purpose is one of the main components of the articles of association of a company. Indeed, it is this part that will determine the activity of the future company. Therefore, once the regulations are filed with the commercial register, it is in particular according to its corporate purpose that they will be approved or not.
When drafting your articles of incorporation, you must inform with foresight the activity of your future company. If your company has several actions, do not hesitate to tell all of them.
Here are some categories of activities that can constitute the corporate purpose of a new company in Morocco.
Note that several of these categories may appear among the articles of association of a company. Once the managers have selected the category or categories, they will have to detail the activity of their future company.
Example of a corporate purpose for a company whose activity is a real estate consulting: "All consulting, studies and auditing services in real estate on the territory of Morocco and abroad, as well as all related services.
The drafting of the corporate purpose must be precise but leave a broad spectrum for the future development of the company's activity. However, be careful not to mix too many unrelated activities at the risk that the articles of association will not be accepted at the trade register.
As the legal domicile of the company, the registered office has a crucial function.
Therefore, it is mandatory to mention in the articles of association the geographical location of the company. In other words, in addition to its crucial legal role, the registered office also has practical importance.
To enter the company's registered office, it is necessary to specify whether the premises belong to the company or are under a lease agreement. Furthermore, a new declaration of the administrative address to the trade register is required in case of transfer of the registered office.
You must indicate in your articles of association whether your company has one or more partners. It would be best if you also told whether the founder is a legal entity or an individual.
It is also essential to indicate in the company's articles of association if the capital is divided into several shares between the partners and thus indicate the details of them.
If the founder is a natural person, he must include the following information in the company's articles of association.
If several natural persons are associated with the company, he must fill in this information for each person.
If the company is the owner of another company: a legal entity, here is the information to be provided in the articles of association:
The management of the company must be specified in its articles of association. It is then essential to indicate if one or several persons are responsible for the company's direction. Here is the information to be included in the articles of association of your company in Morocco concerning the persons accountable for the management of the company:
It is also possible that a legal person is responsible for the management of the company. In this case, here is the information to be provided about this legal entity:
When drafting the articles of association of a company, it is necessary to indicate the amount of the company's share capital. However, if the company is a branch, this step does not have to be included in the articles of association.
If the present share capital is divided into several shares, the shares of each shareholder will have to be detailed in the articles of association. Moreover, in case of a change in the company's shares, the shareholders will have to hold a general meeting. Still, they will not be obliged to amend the company's articles of association.
The share capital of a company must be deposited in a definitive bank account upon its creation.
Suppose the company's share capital exceeds 100,000 DHS. In that case, the founder must deposit this capital in advance in a temporary bank account. Once the amount has been deposited, the bank will give the bank account owner a certificate of capital deposit, which will be necessary for the continuation of the stages of the creation of the company.
Once the company is created, this provisional account will be closed. The founder will transfer the amount superior to 100 000 DHS to the final bank account of the company.
The drafting of the articles of association is crucial. It is thus wiser to entrust this essential step to a competent entity like an accounting firm.
The services of a specialist are beneficial for this work which will prevent you from making mistakes, which could cause you trouble afterwards.
Therefore, you should use the services of specialized professionals to ensure that the articles of association of your company in Morocco are perfectly drafted.
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