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73 Bd d'Anfa, 20000 casablanca
9:00 - 18:00
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Our Experts assists corporate clients from all continents with their business in Morocco. Our English speaking legal experts in Casablanca, and Agadir can save you a significant amount of time, money and head-ache by assisting you with setting up the business in Morocco, optimizing the taxes, negotiating contracts, and providing support in any legal or administrative matter during the life-span of your business in Morocco.
This procedure is mandatory for SAs and LLCs whose paid up capital exceeds MAD 100,000.
It involves opening a temporary bank account in a local bank where the company's share capital is transferred.
Once the transfer completed, the bank issues a certificate of capital freezing.
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We will only explain the characteristics of the LLC, PLC, and branch:
LIMITED LIABILITY COMPANY LLC. (SARL)
The LLC or Limited Liability Company is a legal entity with legal personality. It can be incorporated by a single shareholder (referred to as a SARL with a sole shareholder) or by several shareholders.
This legal form is generally adapted to small business and medium-sized enterprises and has the following key characteristics:
- Non-free transferability, except between spouses, parents, and the non-negotiability of shares,
- A minimum of two founding partners, except for SARL with single shareholder,
- There is no limit in terms of minimum share capital. However, it is preferable for credibility sake towards your future partners (banks, customers, suppliers) to have a share capital of at least 100 000 MAD.
- The director(s) of the LLC is not required to be resident in Morocco or to hold shares in the said company.
If the turnover (excluding tax) of the LLC exceeds MAD 50,000,000, an auditor must be appointed.
PUBLIC LIMITED COMPANY PLC. (SA)
It is the second most common legal form in Morocco in which shareholders hold negotiable security (share) and have liability for losses limited to the amount of their contribution.
The main characteristics of the SA are:
- the free transfer and negotiability of the shares,
- a minimum of 5 shareholders,
- the minimum share capital of 300,000 MAD or 3,000,000 MAD in the event of a public offer,
- An auditor must be appointed.
There are two types of public limited companies:
a public limited company under the management of a board of directors (at least three and at most twelve members),A public limited company governed by a management board in charge of the company's operations and a supervisory board that oversees the management of the management board on behalf of the shareholders.Simplified Public Limited Company (SAS)
This legal form is particularly suitable for the implementation of joint projects between several companies. A minimum of two shareholders is required. The minimum share capital is the same as that of the SA.
The shareholders of the SAS must be companies whose share capital is at least MAD2,000,000, i.e., the exchange value in foreign currencies.
A SAS is a public limited company that is not bound by restrictive rules such as those of a public limited company or a limited liability company. The provisions relating to management are d in the Articles of Association. The only obligation is to appoint a president.
BRANCH OFFICE
A branch is a company created by a foreign parent company. As such, it has no legal autonomy (legal personality) or assets (own property or share capital) separate from the parent company.
The branch is led by the head office legal representative, who is usually an employee.
As the LLC (SARL) is the legal form most used by investors in Morocco, we will describe its incorporation procedure. The incorporation of SA and branch offices will be the subject of another blog article.
9:00 - 18:00