Define your company's status before you start...
It’s crucial to define your company’s legal status before setting it up, as this can have a significant impact on many aspects of the business. Choosing the right legal status is essential to ensure the success and growth of your business, and to avoid potential legal, tax and administrative problems. ALF will provide you with legal advice before you make this important decision.
Which company status to choose?
In Morocco, there are several legal statuses for companies, the main ones being :
- Sole propri etorship: the business is set up and run by a single individual, who is responsible for all the company’s debts.
- General partnership (SNC ): two or more people join forces to create a company in their own name, with each partner jointly and severally liable for the company’s debts.
- Partnership limited by shares (SC S): this is a form of company with two types of partners: general partners (with unlimited liability) and limited partners (with liability limited to their contributions).
- Limited liability company (SARL ): this is a form of company in which the liability of associates is limited to the amount of their contributions.
- Société anonyme ( SA): this is a form of company in which shareholders’ liability is limited to the amount of their contributions. Shares may be freely traded on the stock exchange.
- Société en commandite par actions (S CA): this type of company combines the characteristics of both a limited partnership and a public limited company.
These different legal forms have advantages and disadvantages in terms of liability, tax treatment and formalities for setting up. It’s important to be well informed and to choose the status best suited to your business project.
Why is it worth setting up a company in Morocco?
4 reasons to set up a company in Morocco :
- A favorable economic environment: Morocco is a stable emerging economy offering a favorable investment environment, thanks in particular to a government policy designed to encourage foreign companies to invest in the country.
- A skilled workforce: Morocco has a large pool of skilled workers. As well as being French-speaking, Morocco’s talent pool is increasingly English-speaking. More and more Moroccans have a university education in all fields.
- Attractive tax system: Morocco offers a competitive tax system for foreign companies, with tax exemptions for new businesses and those operating in specific geographical areas. What’s more, the corporate tax rate is relatively low, which can be advantageous for businesses.
- Privileged access to African markets: Morocco lies at the crossroads between Europe, Africa and the Middle East, and enjoys privileged access to African markets thanks to free trade agreements with several countries on the continent. This can provide Moroccan companies with a significant competitive advantage in expanding into fast-growing African markets.
Who can set up a company in Morocco?
Any individual or legal entity, Moroccan or foreign, can set up a company in Morocco. There are no restrictions on the nationality or residence of the founders. However, it is important to comply with the legal and regulatory conditions in force when setting up a company in Morocco.
Why set up a company with African Legal Factory?
Setting up a company with African Legal Factory means benefiting from a complete, remote solution geared towards :
- Simplicity. Our support solution enables you to register your trademark 100% online, by completing a simple form in 2 minutes.
- Speed. Once we have received your application and the details of your company creation, we will physically deposit your application within 48 hours. You will then receive all the documents you need to keep track of the progress of your procedure.
- Tranquility. Our invaluable legal advice will help you choose the legal form best suited to your business, the conditions for setting up a company, the rules to follow when drawing up articles of association and carrying out formalities, and much more. Our lawyers will take care of completing the entire file and filing it on your behalf, so that you can concentrate on your business.
- Accessibility. We offer you support at a price affordable to entrepreneurs, because we believe that the law should be accessible to all.
What are the steps involved in setting up a company with ALF?
Setting up a company with ALF has never been easier.
Setting up a company in Morocco at a glance!
- Step 1: Complete the form below;
- Step 2: The ALF team gets back to me with my quote;
- Step 3: I pay my fees online ;
- Step 4: ALF completes all the documents and submits my application to the authorities within 48 hours of receiving my complete application;
- Step 5: ALF keeps me informed in real time of the various steps involved in setting up my company, right up to obtaining the registration certificate.
FAQ
Request a quote and receive it in less than 48 hours!
- How can I get a quote?
- Complete the form at the bottom of the page
- You will receive a questionnaire to complete
- Receive your quote in less than 48 hours
- Choosing the legal form for your startup in Morocco
By definition, a startup is a young, innovative company with high growth potential. It is described as innovative, because it brings a new technology or methodology to a specific sector. How will you run your startup? When you decide to create a startup in Morocco, you must not neglect the choice of its legal form. You have two options:
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- setting up a sole proprietorship in Morocco;
- or the creation of a commercial company.
However, your choice may be limited if you work in a regulated activity subject to special conditions.
The choice of the legal status of companies in Morocco is subject to compliance with certain provisions, in particular :
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- 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 :
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- a limited liability company (SARL);
- of a société anonyme (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 set up a single-member SARL or SAS in Morocco.
- Know the minimum share capital to create a startup in Morocco
Among the steps involved in setting up a business in Morocco, you’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?
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- 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;
- SAS companies also have no minimum capital requirement. The amount is therefore freely determined by the partners in the company’s articles of association;
- Finally, the share capital of a public limited company is 300,000 dirhams.
What types of contributions can make up the share capital of a startup in Morocco? It is possible to :
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- cash contributions (in other words, sums of money);
- but also in-kind contributions (real estate and/or personal property).
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?
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- in SARLs, shares representing cash contributions must be paid up to at least one-quarter (1/4) of their par value when the capital is subscribed, if the share capital exceeds 100,000 dirhams;
- in a SA or SAS, shares representing cash contributions must be paid up to at least one-quarter (1/4) of their par value at the time of capital subscription.
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
The appointment of a statutory auditor is mandatory for a public limited company (SA), but optional for a private limited company (SAS) or limited liability company (SARL). 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
If you’re wondering how to set up a startup in Morocco, another essential step is to take the necessary preliminary steps. What are these steps? Before submitting your incorporation application, you must :
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- 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 set up a business in Morocco online? What formalities are required? To create a startup in Morocco, you must :
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- 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 announcement (announcing the creation of the company in Morocco), in the official bulletin, and in a legal announcements newspaper.
- Anticipating the cost of setting up a business in Morocco
Setting up a business in Morocco comes at a price, and you need to know how to factor it into your budget. First, the registration fee:
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- 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, you will also need to factor in :
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- 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 to process your business start-up application, so you 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 days, according 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 creating your startup in Morocco.
