WeCount Team
13 July 2021
What is a company domiciliation? Who can be domiciled in Morocco? Who can't be? How to find a domiciliation easily and quickly? How to conclude the domiciliation contract? For how long? What does the law on the domiciliation of a company in Morocco change?
When creating a company in Morocco, you must define a domiciliation. If you don't know what a company's domiciliation is, you are at the right place. In this article, we will answer all the questions you may have.
When a legal entity or a natural person, called a domiciliary, elects its registered office with another legal entity or natural person, called a domiciliary, this act is called domiciliation.
This definition could be perceived as very simple. Domiciliation is much more complex than a simple property rental between a lessor and his tenant.
Indeed, domiciliation, which consists of assigning a legal address to a company, meets two specific needs:
In Morocco, the domiciliation contract is governed by the commercial code.
The domiciliation exercise is not a simple act. It involves the responsibility of the parties involved on many points.
Carrying out a domiciliation activity implies a certain number of responsibilities for both the company that is domiciled and domiciliary companies.
Let's start with the obligations of the domiciled company. The main duty of the domiciled is to declare to the domiciliary company any changes in personal and business addresses as well as other changes concerning its company such as:
This clause of the declaration of change is integrated into the domiciliation contract.
The domiciled person must also hand over to the domiciliary agent all the registers documents necessary for the proper performance of his obligations.
The domiciled person must send all information relating to a potential dispute or any other matter to the domiciliary agent.
In addition, the domiciliary company must inform the competent authorities of the termination of the domiciliation before mentioning his status as a domiciliary in all commercial documents intended for third parties.
The obligations of the domiciliary agent include, in particular, the declaration against receipt to the competent authority.
The content of this declaration, which is laid down by regulation, must show that the domiciliary, who is the owner of commercial property and the domiciliated, has signed a commercial lease agreement for the premises made available to him.
It is also imperative that the domiciliary is in good standing with the tax authorities. The latter must not have committed any offense related to money laundering or acts of terrorism. In other words, to become a domiciliary, the legal representative must be exempt from any final legal decision pronounced against them, mainly related to commercial disqualification or a conviction of any kind whatsoever.
In addition, each domiciliary must provide annually (before January 31 of each year) to the tax and customs authorities a list of the companies with which it has concluded a domiciliation contract.
As stated in the law of domiciliation, the domiciliary agent must also inform the tax authorities and the customs administration if the registered letters from the tax authorities have not been delivered to the domiciled persons. He then has a period of three months after receiving the registered letter to do so.
When a person domiciled on its premises ceases to be domiciled, the domiciliary must declare the change of situation to the General Tax Directorate, the Customs Administration, and the Registrar. He has thirty days to do so.
If necessary, the domiciliary must also provide the bailiffs and the public debt collection services with the required information concerning the domiciliated company.
According to the contract concluded between the domiciled person and the domiciliary, the latter may make available to the domiciled person the premises, which are the object of the domiciliation, to enable the latter to receive communications, hold meetings as well as the registers and documents provided for in the texts as indicated in the law on the domiciliation of companies.
Another obligation of the domiciliation agent in the framework of a company domiciliation contract is that he must ensure the identity of the domiciled person. To do this, a certificate of registration in the trade register for legal entities and a copy of the identity of the natural person domiciled are mandatory.
Until 2019, the legislation in force on domiciliation in Morocco was not very clear. If in 2003, the note of the Ministry of Justice No. 1923 had opened the possibility to the domiciliation of company, it had no legal power.
It was necessary to wait until 2019 to see the introduction of law 89-17, which modifies and completes the law n°15-95 forming the commercial code, by integrating the activity of domiciliation by adding the title VIII "domiciliation."
The domiciliation of companies is considered a commercial activity in its own right.
This law defines domiciliation as a contract by which a person places the headquarters of his company at the disposal of another person, thus allowing the latter to establish his company's office there as well. This law also allows and governs the relationship between the domiciled person and the domiciliary and the domiciliation contract.
Published in the official bulletin dated January 21, 2019, this new institution has also clarified the doubt on the duration of the contract of domiciliation, which is now concluded for a renewable term by tacit renewal. Before this new law, a simple recommendation from the Ministry of Justice, without any legal force, imposed a contract for a period of three months renewable only once.
In addition to the domiciliation contract and its duration, one of the main changes of this new law is to prohibit the domiciliation of legal entities that already have their registered office in Morocco. In other words, it is forbidden for legal entities and individuals to have several domiciliation offices in Morocco for the same company.
Are you looking to rent offices to set up your business in Morocco? Don't panic. Many choices are available to you. But be careful to take the time to choose the right head office for your company.
Indeed, the registered office address, which determines the postal address, the company's nationality, the court on which it depends, and the place where the legal publication must be carried out, is not without consequence.
Moreover, domiciliation plays an important role, both legal and marketing.
And finally, changing a registered address is not without consequences, hence the importance of making a good choice from the start.
It is strongly recommended to use the services of a domiciliation company. It will allow you to benefit from many advantages such as mail forwarding, meeting room rental, and telephone reception.
These advantages can be convenient, especially at the beginning of an activity.
Formalism and regulation mean sanctions or fines in case of failure to comply with the established rules.
Suppose the law relating to company domiciliation has come to clarify this practice which until 2019 remained unclear. In that case, it also provides more precise rules on sanctions and fines in case of non-compliance with obligations.
Indeed, the law has clearly defined the amounts of the latter.
In the case of a fine, the amount is from 10,000 to 20,000 dirhams for any individual or legal entity having exercised the activity of domiciliation without having made the declaration to the competent administration. The amount is the same for any domiciliary having violated the provisions of the new law.
It is necessary to count between 5.000 and 10.000 dirhams for any domiciliary having violated the provisions of the new law.
And finally, it is essential that the direct debit agent can provide the contact details of the direct debit recipient) to be able to reach this person. If necessary, The domiciliary company should give this information to bailiffs and public debt collection services.
For any company in Morocco, the domiciliation, established by law 89-17, which structures and regulates the relations between the domiciled and the domiciliaries, is necessary and compulsory.
As we have seen previously, it has a legal and marketing purpose. It is therefore essential to choose the correct address for your company.
To do this, do not hesitate to contact a company specialized in the domiciliation of companies in Morocco.
In addition to being practical, this solution will save you much trouble and some tedious administrative steps.
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