The SARL in Morocco in 2024 – Understand everything quickly How to create a SARL in Morocco?

THE LIMITED LIABILITY COMPANY IN MOROCCO IN 2023 – UNDERSTAND EVERYTHING QUICKLY HOW TO CREATE A LIMITED LIABILITY COMPANY IN MOROCCO?

⏩ Our experts give you the advantages and disadvantages of SARL in Morocco, as well as a step-by-step method for creating and managing your company.

Introduction

The SARL, or société à responsabilité limitée, is a form of commercial company. The SARL is regulated mainly by the provisions of Law 5-96 on general partnerships, limited partnerships, limited partnerships with shares, limited liability companies and joint ventures. This law has been amended several times by laws 82-99, 21-05, 24-10 and 21-19.

What are the main advantages of the Moroccan SARL?

The Moroccan SARL offers the following advantages:

• limited liability of partners: SARL partners only bear losses up to the amount of their contributions;
• a controllable number of partners: the SARL can have a single partner. The maximum number of partners is fifty;
• no minimum share capital: partners can set up an SARL for any amount they wish;
• flexible control rules: the appointment of a statutory auditor (CAC) is compulsory only for SARLs whose sales at the end of a financial year exceed fifty million dirhams, excluding tax;

What are the disadvantages of the Moroccan SARL?

The Moroccan SARL has the following disadvantages:

• impossibility of issuing securities: on pain of nullity, the SARL is prohibited from issuing securities or guaranteeing an issue of securities;
• constraints on the transfer of shares: shares may only be transferred to third parties with the consent of the majority of associates, representing at least three-quarters of the shares;
• activities prohibited to the SARL: banking, credit, investment, insurance, capitalization and savings companies cannot adopt the SARL form;
• Restrictive governance rules: the SARL can only be managed by one or more natural persons.

What are the 5 preliminary steps to setting up a SARL in Morocco?

To set up a SARL in Morocco, you must ensure that you have taken the following 5 preliminary steps:

• is my company’s activity regulated? Contact the relevant authorities to check whether the activity you are planning to carry out is regulated (car rental, industrial waste processing, etc.) and whether prior approval or authorization is required before incorporating the company;
• Does the company name already exist in Morocco? Contact the Moroccan Office for Industrial and Commercial Property (OMPIC, http://www.directompic.ma/) to obtain a negative certificate. This is the only way to confirm that the name, logo or sign is available and that you have the right to use it;
• check that the company can be set up as an SARL (limited liability company) and does not have to be set up as a société anonyme (banking, credit, investment, insurance, capitalization and savings companies);
• anticipate the conclusion of a lease or domiciliation contract;
• draw up the articles of association and have them signed by all the partners.

What are the essential rules governing LLCs?

In accordance with Law 5-96, the following rules must be observed when setting up a SARL:

SARL shareholders

SARLs can have between one and fifty partners. If it has only one partner, it is called a SARL à associé unique. Note that a single-member SARL cannot have another single-member SARL as its sole shareholder.

If the number of partners in a SARL exceeds fifty, the company must be converted into a société anonyme within two years. Failing this, the SARL will be dissolved, unless the number of associates returns to the maximum number authorized by law during this two-year period.

SARL name and corporate purpose

The founders must first check the availability of the corporate name they wish to use to designate the company with the Moroccan Industrial and Commercial Property Office (“OMPIC”).

As for the corporate purpose, it must be precisely described and framed in order to delimit the company’s activities and geographical scope. It is important that the corporate purpose complies with the law and relates to lawful activities.

Registered office – domiciliation of the SARL

The company must have a registered office. The company must be able to provide the following information when submitting its application for registration:

• a commercial lease when the company is a tenant, or ;
• a title deed when the company is the owner, or ;
• a certificate of domiciliation if the company is domiciled.

Domiciliation may not legally exceed six months in Morocco.

Minimum share capital to create a SARL

There is no minimum initial amount. The share capital is freely determined by the partners in the articles of association. It is divided into shares of equal par value.

At the time of incorporation, associates may carry out either :

• cash contributions: this is the sum of money contributed by the partners to form the SARL’s share capital; that
• contributions in kind: these are non-monetary assets contributed by associates to the SARL.

Partners may not make contributions in kind.

However, when the purpose of the company is the operation of a business or craft enterprise, contributed to the company or created by it from tangible or intangible assets contributed to it in kind, the contributor in kind may contribute his or her industry when his or her main activity is related to the realization of the company’s purpose.

As regards the funds generated by the payment of shares, please note that they must be deposited within eight days of their receipt, by the persons who received them, in a blocked bank account only when the share capital set by the partners exceeds MAD100,000. Funds may be deposited electronically, with the depositary bank issuing a certificate of deposit.

SARL management

The SARL is managed by one or more individuals, who may or may not be partners. They are appointed and their term of office set by the associates in the bylaws or by a subsequent deed.

Controlling the LLC

The partners are only required to appoint a CAC when the SARL’s sales exceed fifty million dirhams, excluding tax, at the end of a financial year. You are therefore not required to appoint a CAC at the SARL’s incorporation date.

Do I need authorization?

When the activity is regulated (e.g. school teaching or chartered accountancy), you need to check that the regulatory conditions for obtaining prior approval or authorization have been met before setting up the company.

A list of activities subject to authorization is proposed by the Tangier regional investment center. It is important that you pay particular attention to the question of the prior authorizations you need to obtain in order to operate your business.

For further information, please see our article on the declaration of personal data processing in Morocco.

Is it possible to create a SARL electronically?

Law 88-17 relating to the creation and support of companies by electronic means provides for the creation of companies exclusively by electronic means, using an electronic platform managed by the OMPIC. All the legal formalities required to set up a new business must be carried out via this platform.

However, the entry into force of this law is subject to the entry into force of regulations that have not yet been published. The draft decree n°2.22.92 setting out the procedures and measures for setting up and supporting electronic businesses was examined by the Government Council on September 7, 2023.

What about my SARL’s articles of association?

What information must be included in the articles of association of a limited liability company?

Under penalty of nullity, the bylaws must indicate :

● the forenames, surnames and domiciles or, where applicable, in the case of legal entities, the names, forms and registered offices of each of the associates;
● incorporation as a limited liability company;
● the company’s corporate purpose ;
● Company name ;
● the company’s registered office ;
● the amount of the company’s share capital ;
● the contribution of each partner, and if it is a contribution in kind, the valuation given to it;
● the distribution of shares among associates ;
● the duration for which the company was incorporated ;
● the first names, surnames and domiciles of partners or third parties who may bind the company, if applicable ;
● the clerk’s office of the court where the articles of association are to be filed ;
● the signature of all associates.

In the event of a contribution in kind, a report must be appended to the bylaws and drawn up under the responsibility of a contributions auditor appointed unanimously by the future partners from among the persons authorized to perform the duties of CAC or, failing this, by order of the president of the court, ruling in summary proceedings at the request of the most diligent future partner.

Future shareholders may unanimously decide that a contribution auditor will not be required if the value of no single contribution in kind exceeds MAD100,000 and if the total value of all contributions in kind not subject to valuation by a contribution auditor does not exceed half the capital.

Who signs the articles of association?

The articles of association must be signed, dated and authenticated in several original copies by the associates, either in person or by a proxy with proof of power of attorney.

What documents do I need to submit to the Moroccan authorities?

You must compile a file containing the following documents and submit it to the regional investment center in your area or to the clerk’s office of the relevant commercial court:

• Company bylaws (3 originals + 4 single copies) ;
• a copy of the appointment of the first manager when this appointment is made by separate deed (3 originals + 4 single copies);
• legalized copies of the identity cards or passports of members of management bodies (3 originals + 4 single copies);
• freeze certificate (if applicable) issued by the bank (1 certified copy);
• negative certificate (4 single copies) ;
• extract from the trade register for corporate partners (1 certified copy in French or Arabic);
• legalized lease contract (original + single copies + 2 copies certified as true copies of the original) with certificate of ownership (recent copy) or legalized certificate of domiciliation by a patent holder (original + single copy) with certificate of business tax and lease contract of the domiciliary company;
• the single “Legal entity” business start-up declaration form (one original and 4 single copies), which can be picked up in person at the CRI or the clerk’s office of the relevant commercial court (or downloaded online). This form is used to make a single application for registration with the Patent Office, a declaration of tax existence, a declaration of registration with the Trade Register and an application for affiliation to the National Social Security Fund;
• the power of attorney authorizing the formalist to carry out all formalities (a certified copy).

The regional investment center allows you to make an appointment online to file the documentation for the creation of the SARL via the following website www.casainvest.ma.

The number of original copies required varies from town to town and from clerk to clerk of the commercial court. The above list of originals refers to current instructions from the Casablanca regional investment center. It is therefore advisable to find out in advance from the relevant authorities how many originals are required (and to sign enough to have originals for the partners and the company).

What documents do I need to register with the tax authorities?

The following documents must be registered with the tax authorities in order to acquire a date certain:

• the company’s articles of association and the minutes appointing the first managing director (if applicable), and ;
• lease contract (or any other proof of the company’s address).

What publications are required following registration of the SARL?

After registration in the Commercial Register, the company’s incorporation is advertised in the “Bulletin officiel” and in a legal gazette (JAL) within a maximum period of thirty days.

This notice contains the following information:

• company form ;
• company name ;
• the corporate purpose summarily stated;
• registered office address ;
• the period for which the company is incorporated ;
• the amount of share capital, with an indication of the amount of cash contributions and a summary description and valuation of contributions in kind;
• first names, surnames, positions and addresses of associates ;
• first names, surnames, positions and addresses of associates or third parties with authority to bind the company to third parties;
• company registration number.

How much does it cost to set up a SARL in Morocco?

Setting up a SARL in Morocco comes at a price that you need to be aware of, so you can factor it into your budget. First, the 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).

To find out more, read our article on setting up a start-up in Morocco.

Is it possible to set up a limited liability company for free?

As mentioned above, setting up a limited liability company necessarily involves registration fees, and there is currently no provision or measure for free incorporation. If your budget is limited, you can reduce the costs of setting up your company by implementing the following solutions:

• opt to have your head office domiciled with a professional instead of signing a lease;
• opt for a non-detailed model of the articles of association;
• register your deeds as soon as possible (less than 30 days from the date of issue) to avoid late payment penalties.

Can an employee set up a SARL in Morocco?

You can set up a SARL as an employee, provided that :

• your professional status does not prohibit you from doing so: if you are a member of a professional association (e.g. a lawyer), you are not allowed to set up your own business and carry out two separate activities. If you are a civil servant, you may only engage in self-employment under certain conditions and with the authorization of your superiors;
• your employment contract does not prohibit you from doing so: your contract may contain an exclusivity clause prohibiting you from setting up a SARL while working as an employee. You also have a duty of loyalty to your employer, and your employment contract must be performed in good faith and not be detrimental to your employer’s business. Depending on the wording of the contractual clause, you may wish to obtain your employer’s written consent before setting up your company.

For further information, please consult the following articles:

• Protecting your intellectual property in Morocco;
• Declaring personal data processing in Morocco ;
• Term Sheet in the fund-raising process;
• Fundraising in French-speaking Africa: understanding fundraising typologies.