LLC in Morocco

How to start a Limited Liability Company (LLC) in Morocco?

08 June 2020

Highly prized because of its flexibility and simplicity, the Limited Liability Company, commonly known as an LLC or SARL in french, is an almost obvious choice for foreign investors wishing to set up a company in Morocco. In the course of this article, we will see the reasons why this kind of companies is so popular and how to proceed with its incorporation in Morocco? 

  

Limited Liability Company (LLC) in Morocco : Definition and main characteristics

  

Being, in essence, a company by form, Limited Liability Company (LLC) is created by shareholders who do not necessarily have the legal status of tradesman and benefit from personal liability protection.

From a legal standpoint, this corporate structure is comparable to that of a hybrid company, initially designed to be halfway between a public limited company and a partnership. Consequently, the LLC has attractive features ranging from having up to 50 shareholders, raising funds from outside investors, simple incorporation formalities, few reporting requirements, and no minimum share capital.

 

  Form  

Commercial company in its form for any purpose

  Share capital

No minimum capital.  

  Shareholders

At least two shareholders are required, but it is possible to set up a limited liability company with a single partner. On the other hand, the number of partners may not exceed 50.

They can be individuals as well as legal entities and may or may not be resident in Morocco.

  Shareholders liability

Limited to their contributions

   Release of contributions

At least one-quarter of the share capital must be fully subscribed and paid up, with the remainder to be paid up within a maximum of five years.

   Management

One or several directors are chosen among the shareholders or third parties. A legal entity may not be appointed as a director.

The director is appointed and dismissed by the shareholders' decision to represent at least three-quarters of the share capital.

An auditor's appointment is compulsory only when the LLC has a turnover of more than MAD 50 million.

    Taxation

-  Corporate Income Tax (CIT) 
-  Value Added Tax (VAT)
-  Local taxes (business tax and municipal service tax)

    Incorporation procedure 

  

The formalities of constitution consist of :

  • Application for a "negative certificate" which will confer the company name;
  • Drafting of the articles of association of the company, and other constitutive acts and appendices;
  • Before the trade register and the tax authorities, filing the bylaws to obtain registration of the company in the Register of Commerce and the legal publication formalities;
  • Preparation of declarations of the company's existence with the tax authorities and the social security;
  • Registration of corporate registers.

   Shares sale

-  To third parties: prior approval procedure unless otherwise stipulated in the articles of association.
-  Between partners or for the benefit of spouses, descendants, and ascendants: free unless otherwise stipulated in the articles of association.

 

 

Set up a Limited Liability Company in Morocco in 7 steps

    

To form an LLC in Morocco, you will need to file paperwork with the city where your business is located.

Step 1 : Choosing a name for your company

Morocco does not allow two different companies to have the same name, even if they are located in different cities. 

That said, you can search online for company's names to check whether your proposed LLC name is available.

If so, a document called "negative certificate" is delivered by the Moroccan intellectual property agency "OMPIC" to attest that you can use this company name. 

 

Step 2 : Drafting the articles of association  

After getting the negative certificate from the OMPIC mentioning the name of your future company, you will have to work on the drafting of the articles of association by making sure that a certain number of compulsory mentions are included, including :

  • The legal form of the company,
  • The duration of the company,
  • The name of the company,
  • The head office of the company,
  • The corporate purpose of the company,
  • And the amount of the company's share capital.
  • The rights and duties of each of the partners should also be provided before setting the rules for the operation of the company, secondly.

It should be noted that the drafting of the articles of association of a limited liability company is not an insignificant act. You should hire the services of an accounting firm that will assist you in the drafting of this essential legal act. Once this stage completed, it will be necessary to proceed with the director(s) appointment.

Step 3 : Appointment of the director(s)

It can be made through an act appointing the director(s). Another option is to name the directors in the articles of association, although this procedure has disadvantages.

Indeed and in the event of a change of manager, the articles of association will have to be amended, which may involve administrative procedures.

 

Step 4 : Signature of the articles of association

And that's not all, because contributions in kind must be evaluated by a contributions auditor, if necessary, and all the shareholders must sign the articles of association.

Subsequently, the dated articles of association are legalized and registered within one month of their signature.

To make the articles of association more flexible, consider drawing up a shareholders' agreement, which is nothing more than a convention drawn up between partners in parallel with the company's articles of association.

 

Step 5 : Blocking of funds

Another no less important step is the deposit of funds into the company's bank account if your share capital exceeds MAD 100,000. Once this step completed, you will get a certificate from your bank attesting to the block of the share capital.

 

Step 6 : filing of the incorporation paperwork

Once all the incorporation documents collected, they should be filed at the regional investment center of your region.

A receipt of deposit will then be delivered to you, and it will take about ten days for your SARL to be considered as duly constituted and registered with the Moroccan administrative authorities (OMPIC, commercial court, CNSS, tax authorities).

 

Step 7 : Publication of a notice of incorporation

Notice of incorporation must be published in a legal gazette

 

set up LLC Morocco

 

Limited Liability Company (LLC) in Morocco : The upsides

 

The upsides offered by this kind of company are numerous. 

Indeed, the shareholders benefit from personal liability protection. A practical example: in case of bankrupcy, the non-managing shareholders cannot be sued by the company's creditors beyond their contribution. 

Another advantage is the possibility of setting up partnerships by opening up the capital to new shareholderss. In this respect, it should be noted that the transfer of shares between shareholders is more straightforward than in the case of another legal form, such as a public limited company (SA).

While the LLC offers advantages to its shareholders, it also reserves some privileges to the directors, who can be paid as employees and benefit from social security protection.

 

Limited Liability Company (LLC) in Morocco: How does it work?

 

The management of a SARL is delegated to one or more directors, who may be held liable in case of criminal acts leading to a situation of cessation of payment.

Besides, the partners, whether directors or not, can be either individuals or legal entities. They may also make decisions relating to the company's corporate life and must, for example, give their opinion on certain regulated agreements. Moreover, while the status of the partner confers pecuniary rights, it also offers political rights.

 

A- Social status of the manager of a limited liability company

Appointed in the articles of association or by separate deed, the directors may or not be shareholders.

They may be dismissed by an ordinary meeting of shareholders and compensated in the absence of grounds for sanctions.

The directors are entitled to remuneration and may, in this case, be covered by the compulsory regime of the national social security fund and mandatory health insurance.

 

B- Rights of the shareholders 

As briefly mentioned above, being a shareholder confers rights such as the right to information on the annual accounts, inventories and reports submitted to the shareholders meetings, the minutes of the shareholders meetings, and the last three financial years.

Twice a year, the shareholders, if they wish, can ask the directors about the management of the latter.

In addition to this right of information, the shareholders can claim financial rights such as liquidation bonuses or dividends. Any power is proportionally limited to the amount of each shareholder's participation.

On top of these financial and information rights, shareholders also have political rights such as the right to vote and participate in various meetings. Finally, the partners have a fundamental right: the right to request, for example, the dismissal of one or more directors.

 

C- Shareholders' meetings

Ordinary or extraordinary shareholders meetings are places of expression that allow the owners to assert their political right, such as the right to vote.

Besides, the conditions for exercising these votes are different depending on whether they are ordinary or extraordinary decisions.

For extraordinary decisions, at least two-thirds of the shareholders present or represented must be present at the first notice, provided that they hold at least 25% of the total shares. At the second notice, at least two-thirds of the shares of the partners present or represented are required, provided that the latter hold at least 20% of the total shares.

For ordinary resolutions, an absolute majority must be reached on the first notice. A relative majority is sufficient for the second notice, although the articles of association may still provide for an absolute majority for all ordinary decisions.

 

Limited Liability Company (LLC) in Morocco: Tax regime

As a commercial company by form, the SARL will be subject to corporate income tax under common law tax regime and following the provisions of Article 2-I of the General Tax Code.

Besides and depending on its activity, a limited liability company may or may not be subject to value-added tax (VAT).

The General Tax Code provides VAT taxation on commercial and industrial operations as well as the profesional services. It applies to import operations as well as to local activities.

In a similar vein, the LLC is subject to business tax and tax on municipal services.

 

Limited Liability Company (LLC) in Morocco: Summary 

The LLC has attractive features ranging from limited liability to its owners, simple incorporation formalities, to 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 amount of their participation. 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.

WeCount can help you start an LLC in Morocco swiftly and easily. We will draft and assemble your documents and file them directly with the Regional Investment Center. You will receive your completed incorporation package by mail.

Karim Hemras

is a CPA and tax advisor. He is the founder of WeCount.ma, the accountig firm that helps foreign companies with their accounting, payroll and tax compliance, so that they can grow confidently in Morocco and Africa.

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