We provide comprehensive legal support at every stage of a company’s lifecycle, from its creation to major transactions and governance. Our proactive, solution-oriented approach enables businesses to operate with confidence in Morocco’s dynamic market.
Mergers & Acquisitions (Corporate & M&A)
Structuring and executing mergers and acquisitions:
Advisory on mergers, acquisitions and disposals
We advise at every key stage of M&A and disposal transactions: preparatory phase, legal and financial due diligence, negotiation of terms and conditions, drafting of transaction documentation (SPA, letters of intent, warranty agreements), and support through to closing. Our expertise ensures compliance with Moroccan regulations (Law 17-95 on public limited companies, Law 5-96 on LLCs) and international standards, while optimizing the value of each transaction for our clients.
Shareholder agreements and governance
We draft and negotiate bespoke shareholder agreements, articles of association and corporate governance policies. These instruments precisely define the rights and obligations of each party, decision-making mechanisms, exit clauses (drag-along, tag-along, pre-emptive rights), and internal dispute resolution procedures. Our objective is to ensure a sustainable balance between the interests of all shareholders and partners.
Due diligence and legal audits
We conduct thorough legal audits covering all corporate aspects: review of corporate documents, analysis of commercial and employment contracts, verification of regulatory compliance, assessment of latent litigation risks, and review of financial statements. This meticulous work identifies potential risks, quantifies possible liabilities, and secures investor decision-making before, during and after the transaction.
Post-acquisition disputes and contractual enforcement
We assist our clients in managing disputes arising after the completion of an acquisition: enforcement of warranty claims, price adjustments, non-performance of post-closing obligations, non-compete clauses, and disputes relating to seller representations and warranties. Our approach combines strategic negotiation and, where necessary, judicial or arbitral action to protect our clients’ interests.
Joint Ventures & Corporate Reorganizations
Structuring and negotiating joint ventures and strategic alliances:
Structuring joint ventures and strategic alliances
We support our clients in designing and negotiating joint ventures and strategic alliances tailored to their business objectives. This includes selecting the most appropriate legal form, drafting constitutive agreements, defining respective contributions, governance rules, and exit mechanisms. We ensure alignment of parties’ interests while minimizing legal and financial risks inherent to these collaborative structures.
Governance and management oversight
We advise on establishing effective governance structures within companies and joint ventures: composition and functioning of governing bodies, allocation of decision-making powers, management control mechanisms, and design of equitable profit-sharing structures. Our expertise ensures transparency and efficiency in business conduct while preventing decision-making deadlocks.
Reorganization and structural optimization
We assist groups and companies in their internal reorganization operations: simplified mergers, partial asset contributions, total or partial spin-offs, and changes of legal form. These operations are structured to optimize taxation, limit director and shareholder liability, and improve operational efficiency, all in strict compliance with the Moroccan legal framework and applicable regulatory requirements.
Corporate transformations and spin-offs
We handle all legal aspects related to corporate transformations (change of legal form, conversion from SA to SARL and vice versa) and spin-off operations. We manage legal formalities, publications, creditor notifications, and filings with the commercial registry, while ensuring protection of minority shareholder rights and third-party interests.
Group restructurings and capital reorganization
We advise on group restructuring operations: rationalization of subsidiaries, dividend distributions, intra-group treasury agreements, capital increases and reductions, and issuance of securities. Our counsel focuses on optimizing the group’s legal and tax architecture, in compliance with applicable regulations (corporate law, tax law, exchange control regulations).
Franchise & Distribution Agreements
Drafting and negotiating franchise and distribution contracts
We draft, review and negotiate all contracts governing franchise, exclusive or selective distribution, and commercial agency relationships. Each contract is tailored to reflect our clients’ commercial strategy, define exclusive territories, set financial terms (royalties, entry fees), and establish reciprocal obligations regarding training, supply, and brand standards compliance.
Franchise regulatory compliance
We assist franchisors and franchisees in achieving compliance with Moroccan and international franchise regulations. This includes meeting pre-contractual disclosure obligations (DIP), compliance with Law 15-95 on the commercial code, and analysis of sector-specific regulations. We ensure that each franchise network is structured sustainably and in full compliance.
Franchise network expansion
We support businesses in developing their franchise networks in Morocco and internationally: structuring master franchise agreements, negotiating brand licensing contracts, and establishing joint ventures to enter new markets. Our approach integrates intellectual property, competition law, and exchange control considerations to secure our clients’ commercial expansion.
Franchise dispute resolution
We represent our clients in resolving franchise-related disputes: non-performance of contractual obligations, wrongful termination, breach of exclusivity clauses, customer diversion, and royalty disputes. We favour a pragmatic approach combining amicable negotiation, mediation and, where necessary, recourse to competent courts or arbitration.
Commercial Transactions
Structuring complex commercial agreements
We design, draft and negotiate complex commercial agreements tailored to our clients’ needs: framework agreements, partnership arrangements, service provision agreements, international subcontracting contracts, and joint development agreements. Our expertise legally secures business relationships while preserving the flexibility needed to adapt to market changes.
Supply chain and outsourcing contracts
We support businesses in the legal structuring of their supply chain and outsourcing operations: drafting long-term supply agreements, service level agreements (SLAs), IT and business outsourcing contracts, and implementing procurement policies aligned with best practices. Each contract incorporates performance management, risk transfer, and dispute resolution mechanisms.
Risk assessment and contract management
We conduct comprehensive assessments of legal risks associated with our clients’ contractual commitments. This service includes auditing existing contract portfolios, identifying problematic clauses, implementing risk matrices, and recommending corrective measures. Our goal is to mitigate potential liabilities and optimize our clients’ contractual position in their business relationships.
All services
- Corporate Law
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- 64 rue Taha Houssein, 20000 Casablanca
Frequently Asked Questions
What are the steps to incorporate a company in Morocco?
Incorporation involves choosing the legal form (SA, SARL, SASU), drafting the articles of association, depositing share capital in a blocked account, registering with the Trade Register, publishing legal notices, and obtaining a tax identifier. Sector-specific authorizations may be required. The process typically takes 2 to 6 weeks depending on the complexity of the structure.
What due diligence is required when acquiring a Moroccan company?
Legal and financial due diligence is essential. It covers corporate documents, ongoing contracts, latent liabilities, tax and social security status, and pending litigation. Without this audit, the buyer may inherit hidden liabilities. Negotiating warranty clauses in the Share Purchase Agreement (SPA) protects against risks identified during the audit.
How can minority shareholders be protected in a shareholders' agreement?
The shareholders’ agreement is the primary tool for balancing power dynamics. It can include tag-along rights, preemption rights, weighted voting, supermajority quorum for sensitive decisions, and deadlock resolution mechanisms. Drafting must account for Moroccan corporate law and applicable case law to ensure enforceability of the clauses.
Is a simplified merger possible in Morocco?
Yes, Moroccan law provides for simplified mergers between companies linked by ownership ties. It waives certain formalities such as the contribution report and the merger commissioner’s involvement. Eligibility conditions are strict: full ownership of shares and compliance with statutory deadlines. This procedure reduces restructuring costs and timelines.
What are the timelines and costs of an M&A transaction in Morocco?
A standard transaction takes 3 to 6 months depending on due diligence complexity, number of parties, and contract negotiations. Costs include legal fees, audit expenses, registration duties, and notary fees for real estate transfers. Early-stage structuring optimizes the tax burden and reduces timelines.
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.