Are you planning to creating a startup in Moroccobut don’t know which legal status to choose? You would like to know what the minimum share capital is, what steps need to be taken, or even how much does it cost to set up a company ? Don’t panic! Here are the essential steps for setting up a company in Morocco :
Choosing the legal form of your business in Morocco
By definition, a startup is a young, innovative company with high growth potential. It’s described as innovative, because it brings a new technology or methodology to a well-defined sector. How will you operate your startup? When you decide to creating a startup in MoroccoThe choice of legal form should not be overlooked. You have two options:
- setting up a sole proprietorship in Morocco;
- or the creation of a commercial company.
However, your choice may be limited if you carry out a regulated activity, subject to special conditions.
The choice of legal status for companies in Morocco is subject to compliance with certain provisions, in particular :
- law n°17-95 relating to public limited companies, as amended by law n°19-20 of August 19, 2021;
- law n°5-96 relating to general partnerships, limited partnerships, partnerships limited by shares, limited liability companies and joint ventures, as amended by law n°19-20 of August 19, 2021.
In accordance with these provisions, it is possible to opt for the creation of :
- of a limited liability company (SARL);
- a public limited (SA) ;
- or a société par actions simplifiée (SAS).
SARLs and SASs can be single-member companies, i.e. they can have a single partner or shareholder. It is therefore possible to create a SARL or SAS unipersonnelle in Morocco.
Good to know: the simplified joint-stock company was introduced into Moroccan law by the aforementioned law n°19-20, as promulgated in the official bulletin of August 19, 2021. However, in order to be applied, this law is subject to the entry into force of regulations that have not yet been published.
Know the minimum share capital to create a startup in Morocco
Among the steps involved in setting up a business in Moroccoyou’ll be faced with the unavoidable question of share capital. The minimum amount of capital depends on the legal form under which the company operates. In addition, special provisions apply to regulated activities. What is the minimum capital required for each type of company?
- in the SARL, no minimum capital is required. Partners are free to set the amount they wish in the articles of association. In practice, however, it is customary to provide for a share capital of 1,000 dirhams;
- in the SAS also, no minimum capital is planned. The amount is therefore freely determined by the partners in the company’s articles of association;
- finally, in a SAthe share capital is 300,000 dirhams.
What types of contributions can make up the share capital of a startup in Morocco ? It is possible to :
- from cash contributions (in other words: sums of money);
- but also contributions in kind (real and/or personal property).
Good to know: in the case of contributions in kind, it is compulsory to appoint a contribution auditor to carry out the valuation of these contributions. Note that this rule only applies to SARLs when the value of a contribution exceeds 100,000 dirhams, or when the total value of all in-kind contributions exceeds half the capital.
- What about contributions in kind ? A SARL’s shares may not be represented by contributions in kind, unless the company’s purpose is to operate a business or craft enterprise. A SAS can issue inalienable shares resulting from industrial contributions. Whereas a public limited company (SA) cannot issue shares resulting from contributions in kind.
Releasing part of the capital when creating a company
To what extent must the share capital be paid up when your company is incorporated?
- in the SARLshares representing cash contributions must be fully paid up at the time of capital subscription, at least one-quarter (1/4) of their nominal valueif the share capital exceeds 100,000 dirhams;
- in SA or SASshares representing cash contributions must be fully paid up at the time of capital subscription, at least one-quarter (1/4) of their par value.
The remaining capital must be paid up, in one or more instalments, within a maximum of 3 years (for SAs and SASs), or 5 years (for SARLs). This period begins when the company is entered in the Commercial Register (RC).
Appointing a statutory auditor in certain cases
A statutory auditor must be be appointed in a public limited company, whereas its appointment is optional in SAS and SARL companies. However, it becomes compulsory for SARLs if, at the end of a financial year, the company has achieved sales in excess of 50,000,000 Dirhams. As for the SAS, this threshold has yet to be determined by regulation.
Setting up a business in Morocco
When you ask yourself how to create a startup in Morocco, another essential step is to take the necessary preliminary steps to take. What are these steps? Before submitting your incorporation application, you must :
- check whether the activity you intend to carry out is regulated;
- obtain a negative certificate ;
- identify the company’s head office, and sign a commercial lease or domiciliation contract;
- draw up the company’s articles of association (including clauses on: the company’s name, registered office and corporate purpose, the amount of shares, the identity of shareholders or partners, the company’s duration, etc.);
- then pay up the share capital;
- and contact a bank to freeze the funds (if applicable).
Completing the formalities required to set up a company in Morocco
Is it possible to do your setting up a business in Morocco online ? What formalities are required? For create a startup in Moroccoyou will need to :
- enter the creation file, and book an appointment online at
www.casainvest.ma
; - and submit your application to the “guichet d’aide à la création”;
- record the following deeds and agreements: articles of association, minutes, and lease contracts;
- collect your registration file (patent, tax registration number, national social security number);
- and publish a legal notice (announcement of the creation of the company in Morocco) in the official bulletin and in a legal gazette.
Anticipating the cost of setting up a business in Morocco
The starting a business in Morocco comes at a price that you need to know, so you can factor it into your budget. First, the amount of registration fees :
- registration of the articles of association costs 1% of the capital, or a minimum of 1,000 Dirhams (plus a penalty of 15%, if the act exceeds 30 days with a minimum of 200 Dirhams);
- lease contracts are subject to a fixed fee of 200 Dirhams (plus a penalty of 200 Dirhams if the deed exceeds 30 days);
- similarly, a fixed fee of 200 Dirhams is payable for the registration of a procès-verbal (to which a penalty of 200 Dirhams is added if the act exceeds 30 days).
In addition to these registration fees also include the following costs :
- negative certificate application fee: 210 Dirhams ;
- registration fee: 350 Dirhams ;
- publication in the official bulletin: 400 Dirhams ;
- and publication in the legal gazette: 10 Dirhams per line;
- as well as rental costs, which vary according to the premises to be rented.
Anticipate the time it will take to create a startup
Finally, it’s important to have an idea of how long it will take how long it will take to process your to know when you can start your business. First of all, it should be noted that company start-up files are processed by representatives of the various administrations concerned (tax, commercial court and CNSS). In practice, processing times vary according to the number of applications received. But the average creation time is 6 working daysaccording to information available on the regional investment center’s website.
Setting up your own business therefore requires careful preparation, and you shouldn’t neglect the documents you need to provide. Don’t hesitate to ask for help in drawing up your articles of association, and create your startup in Morocco.
