Home/Company incorporation
Company incorporation in Morocco
Choice of legal form, drafting of articles, trade-register registration and end-to-end administrative support.
Incorporating a company in Morocco is governed by law 5-96 on the LLC and law 17-95 on the public limited company, together with the formalities of the trade register, the business licence and social security. The timeline varies with the chosen form, the number of partners and the sector of activity. Our mandate covers the drafting of articles, the holding of the constituent meeting, registration, incorporation and the mandatory declarations with the relevant public bodies.
Choice of legal form and statutory design
Comparison between LLC, public limited company, general partnership, simplified joint-stock company and single-member LLC, based on the number of contributors, minimum capital, liability rules and exit prospects. We produce a reasoned recommendation memo and draft articles tailored to the planned activity. Governance, share-transfer and exit clauses are calibrated from the outset to prevent later deadlock.
Cash and in-kind contributions
In-kind contributions require the intervention of a contribution auditor in public limited companies and in LLCs when the amount exceeds the statutory threshold. We coordinate the appointment of the auditor, the transmission of valuation elements and the production of the report. Cash contributions are deposited in a blocked account opened in the name of the company in formation and released after registration.
Trade-register registration and post-incorporation formalities
Filing of the file with the clerk of the competent commercial court, publication in the Official Bulletin and in a legal-notice journal, obtaining the tax identifier, the business licence and the social-security registration. We monitor each step until the trade-register extract is issued. The average turnaround is between two and four weeks depending on the court.
Shareholders' agreements and governance clauses
Drafting of shareholders' agreements supplementing the articles: pre-emption, approval, drag-along, tag-along, non-compete and confidentiality clauses. These clauses govern share transfers and decision-making without weighing down the publicly filed articles. The agreement remains confidential and binding only on its signatories.
Representative offices and permanent establishments
Constitution of representative offices for foreign groups wishing to test the market without creating a subsidiary, and structuring of permanent establishments within the meaning of tax treaties. We distinguish the activities authorized for a representative office (prospection, liaison) from those that trigger corporate-income-tax liability. Articles and the customs and tax regime are adjusted accordingly.
Frequently Asked Questions
What is the minimum share capital to incorporate in Morocco?
The LLC no longer has a statutory minimum capital since the reform of law 5-96, provided the amount is sufficient for the intended activity. A public limited company requires a minimum of 300,000 dirhams (or 10,000 dirhams for a simplified joint-stock company that does not offer shares to the public and meets the conditions). At least one quarter of the capital must be paid up at incorporation for a public limited company, fully for an LLC.
How long does company registration take?
Registration with the trade register takes between two and four weeks depending on the commercial court and the completeness of the file. The CGEM one-stop shop can shorten this period for eligible companies. Subsequent declarations (business licence, social security, tax identifier) are filed in parallel.
Can a foreign partner act as manager of an LLC?
Yes, subject to obtaining a residence permit and a Moroccan tax identifier. The management of an LLC is open to individual partners or third parties, resident or non-resident. The appointment is made in the articles or by a subsequent instrument, and the manager is registered with the trade register together with the company.
Is incorporation required to be published in a legal-notice journal?
Publication of a notice of incorporation in an accredited legal-notice journal is mandatory for public limited companies and for LLCs. The notice must appear within one month of registration and reproduce the information required by law 5-96 and law 17-95. Failure to comply exposes the company to an administrative fine.
How does the first consultation with Lafrouji Avocats work?
The initial consultation assesses your legal situation and identifies available options. We review your documents, explain the risks and timelines, and propose a pragmatic approach. At the end of this meeting, you receive an engagement letter detailing the scope of work, fees, and estimated schedule.
What is the firm's working methodology?
The firm operates as a multidisciplinary team. A lead partner oversees your case and coordinates the involvement of specialized associates depending on the issues at hand. This structure ensures consistency in advice and responsiveness in execution. We prioritize regular communication, documented progress updates, and transparency on fees and timelines.
What are the firm's main areas of practice?
Lafrouji Avocats assists local and foreign investors in their operations in Morocco and internationally: mergers and acquisitions, project finance, commercial litigation and arbitration, real estate, and public-private partnerships. The firm also handles regulatory compliance, banking law, and investment structuring. Practice areas cover energy, infrastructure, industry, and financial services sectors.