Morocco’s Finance Law No. 50-25 for 2026, promulgated by Dahir No. 1-25-67 in December 2025, introduces significant tax incentives for mergers, acquisitions, and corporate restructuring transactions. These reforms reduce transaction costs and clarify the tax treatment of investment structures commonly used by foreign investors.
Morocco Finance Law 2026
Legislative Framework and Investment Policy Context
Finance Law No. 50-25 modifies several provisions of the General Tax Code (Code Général des Impôts) affecting corporate transactions. The law forms part of Morocco’s broader strategy to attract foreign direct investment by reducing administrative burdens and transaction costs for cross-border M&A activity.
The reforms target three specific areas: registration fees for asset transfers and share transactions, tax treatment of collective investment vehicles, and implementation of a new withholding tax system. Each modification addresses practical obstacles identified by the business community during the legislative consultation process.
The law entered into force on January 1, 2026, with transitional provisions for the withholding tax mechanism.
Corporate Restructuring Tax Exemptions
Article 133 of the General Tax Code now provides full exemption from registration fees for asset transfers between related companies in the context of qualified corporate restructuring operations. This exemption applies to mergers, demergers, and partial asset contributions when the transferor and transferee belong to the same corporate group.
The legal definition of “corporate group” requires at least 80% direct or indirect ownership. The ownership threshold must be maintained for a minimum period of three years following the restructuring transaction. If the ownership falls below 80% during this period, the tax authorities may retroactively assess registration fees with penalties.
Qualifying restructuring operations must meet the following conditions:
Business continuity requirement: The transferred assets must continue to be used for the same business purpose for at least three years. Disposal of strategic assets within this period triggers tax reassessment.
Documentation and reporting: Companies must file a detailed restructuring notice with the tax administration within 30 days of the transaction. The filing must include corporate resolutions, ownership structure diagrams, and a legal opinion confirming compliance with all conditions.
Exclusion of real estate holding companies: The exemption does not apply to companies whose assets consist primarily of real property. These “sociétés à prépondérance immobilière” remain subject to standard registration fees.
The previous regime imposed registration fees ranging from 1% to 6% on restructuring transactions, creating significant costs for multi-step corporate reorganizations. The new exemption eliminates these costs for qualifying intra-group transfers.
Registration Fee Changes for M&A Transactions
Finance Law 2026 reduces registration fees on share transfers in real estate holding companies from 6% to 5%. This 1-percentage-point reduction applies to transactions completed after January 1, 2026.
A company qualifies as a “real estate holding company” (société à prépondérance immobilière) when more than 50% of its assets consist of real property located in Morocco. The 50% threshold is calculated based on the company’s balance sheet as of the most recent fiscal year-end.
Share transfer registration fees are calculated on the sale price or market value, whichever is higher. Tax authorities have discretion to challenge declared values and impose adjustments based on comparable transactions or expert valuations.
Asset transfers during restructuring operations now benefit from a fixed registration fee of MAD 1,000 for circulating assets (inventory, receivables, cash equivalents). This replaces the previous proportional fee structure which could reach several percentage points depending on asset values.
The fixed fee applies only to movable assets transferred as part of a business continuation. Real property transfers remain subject to standard ad valorem registration fees of 4% to 6% depending on location and property type.
Need guidance on structuring M&A transactions under the new tax framework? Contact Cabinet Lafrouji Avocats at +212 (5) 22 47 55 29 for transaction structuring advice.
Collective Investment Funds: New Tax Clarity
Finance Law 2026 clarifies the tax treatment of Organismes de Placement Collectif en Capital (OPCC), Morocco’s private equity and venture capital fund structures. The law confirms that taxation occurs at the investor level rather than at the fund level.
OPCC structures are now explicitly exempt from corporate income tax on their investment returns, capital gains, and distributions. Investors in OPCC funds pay tax on their share of fund income according to their own applicable tax regime. Moroccan resident investors pay corporate or individual income tax on their proportionate share of fund profits. Non-resident investors remain subject to withholding tax on Morocco-source income.
This tax transparency regime aligns Morocco’s treatment of investment funds with international standards. The clarification eliminates previous uncertainty about whether fund-level taxation could apply in addition to investor-level taxation.
Fund managers must maintain detailed records of each investor’s share of fund income and gains. Annual tax reporting obligations require funds to issue tax certificates to investors showing their allocable share of taxable income.
The reform benefits foreign private equity firms and venture capital investors by confirming that fund structures do not create additional layers of taxation. Investment returns flow through to investors without fund-level tax friction.
New Withholding Tax Mechanism: Implementation Timeline
Finance Law 2026 introduces a withholding tax system for certain business-to-business payments. The system requires large payers to withhold a percentage of payments made to suppliers and remit the withheld amount directly to tax authorities.
Implementation follows a phased timeline:
July 1, 2026: Large enterprises with annual revenue exceeding MAD 50 million must begin withholding on supplier payments. Affected enterprises must register with the tax administration and implement compliant payment systems.
January 1, 2027: Extension to medium-sized enterprises with annual revenue between MAD 10 million and MAD 50 million.
January 1, 2028: Full implementation including all enterprises with annual revenue above MAD 3 million.
The withholding rate varies by transaction type. Service payments are subject to 5% withholding, while goods purchases face a 1% withholding rate. Professional fees paid to consultants, lawyers, and advisors are subject to 15% withholding.
Withheld amounts are creditable against the supplier’s final tax liability. Suppliers can offset withholding credits against their quarterly estimated tax payments or claim refunds after filing annual tax returns.
Companies operating in Morocco must prepare their accounting and payment systems to comply with the withholding requirements. Non-compliance penalties include a fine equal to 15% of amounts that should have been withheld, plus interest charges.
Foreign investors acquiring Moroccan companies should verify that target companies have implemented compliant withholding systems. Failure to withhold creates successor liability for the acquiring entity.
Strategic Implications for 2026 M&A Planning
The Finance Law 2026 reforms create several planning opportunities for foreign investors structuring M&A transactions:
Group restructuring before exit: Companies planning to sell Moroccan subsidiaries may benefit from pre-exit restructuring to consolidate operations under the registration fee exemption. This reduces the asset base subject to transfer taxes when the business is eventually sold.
Real estate holding companies: The 1-percentage-point reduction in registration fees for share transfers in real estate companies makes indirect acquisition structures more attractive. Buyers should model the registration fee savings against other transaction costs to determine optimal acquisition structure.
Investment fund structures: The clarified tax treatment of OPCC funds confirms that these vehicles provide tax-efficient structures for private equity and venture capital investments. Foreign investors should consider OPCC structures for portfolio investments in multiple Moroccan companies.
Timing considerations: Companies planning restructuring transactions should complete them in early 2026 to benefit from the full three-year holding period before any potential exits. Restructuring late in the year compresses the timeline for maintaining required ownership levels.
Withholding tax preparation: Companies with fiscal years ending in Q2 2026 have limited time to implement withholding systems before the July 1 effective date. Internal audit of payment processes and vendor registration should begin immediately.
Acquisition due diligence: Buyers must verify that target companies have complied with all registration fee requirements for historical restructuring transactions. Retroactive assessments can create unexpected liabilities for acquirers.
The registration fee exemptions apply retroactively to restructuring transactions completed in 2024 and 2025, provided that companies file appropriate documentation and meet all substantive requirements. Companies that completed restructuring transactions in prior years should evaluate whether retroactive exemption claims are available.
Legal Assistance for M&A Transactions Under Finance Law 2026
Structuring cross-border M&A transactions to benefit from Finance Law 2026 tax incentives requires detailed analysis of corporate structures, ownership requirements, and documentation obligations. Cabinet Lafrouji Avocats provides legal services for foreign investors executing M&A transactions in Morocco.
Our M&A practice includes:
- Transaction structuring: Analysis of direct vs. indirect acquisition structures, registration fee optimization, and post-closing restructuring plans
- Tax compliance documentation: Preparation of restructuring filings, tax opinions, and corporate resolutions required for registration fee exemptions
- Due diligence: Review of target company tax compliance, verification of historical restructuring transactions, and identification of successor liability risks
- OPCC fund formation: Structuring of collective investment vehicles, preparation of constitutional documents, and regulatory filings
- Withholding tax compliance: Implementation of payment systems, vendor registration procedures, and internal control protocols
Our team has advised on transactions across multiple sectors including manufacturing, financial services, real estate, and technology. We coordinate with tax advisors, auditors, and financial institutions to ensure seamless transaction execution.
Contact Cabinet Lafrouji Avocats for M&A legal services:
Cabinet Lafrouji Avocats
64 rue Taha Houssein
20000 Casablanca – Maroc
Telephone: +212 (5) 22 47 55 29
Email: contact@lafroujiavocats.com
Legal Notice: This article provides general information about Morocco’s Finance Law No. 50-25 for 2026 and does not constitute legal advice. Companies should consult qualified legal and tax advisors to evaluate their specific circumstances and transaction structures.
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