On December 31, 2025, Morocco’s Office des Changes published the Instruction Générale des Opérations de Change 2026 (IGOC 2026), replacing the 2024 framework. This regulation introduces significant changes to foreign exchange controls that directly affect international investors operating in Morocco.
IGOC 2026 Morocco
IGOC 2026 Morocco
IGOC 2026 Morocco
IGOC 2026 Morocco
The IGOC 2026 represents a measured liberalization of capital movement restrictions while maintaining oversight mechanisms. Foreign investors should understand these new provisions to structure their Moroccan operations in compliance with current exchange control law.
Legal Framework and Regulatory Authority
The IGOC 2026 is issued under the authority of the Office des Changes, Morocco’s foreign exchange regulator operating under Law No. 41-05. This instruction consolidates previous circulars and provides the operative legal framework for all foreign exchange transactions in Morocco effective January 1, 2026.
The Office des Changes retains exclusive authority to authorize, regulate, and supervise all operations involving transfers of capital between Morocco and foreign countries. The IGOC 2026 does not eliminate exchange controls but rather recalibrates specific thresholds and simplifies certain procedures.
All entities and individuals conducting cross-border financial operations in Morocco must comply with IGOC 2026. Non-compliance can result in administrative sanctions, financial penalties up to the full amount of the unauthorized transaction, and potential criminal prosecution for serious violations.
Key Changes Affecting Foreign Investors
The IGOC 2026 introduces three substantive modifications to Morocco’s foreign exchange regime that impact investment structuring.
First, technology startups certified by Morocco’s Agence de Développement du Digital (ADD) can now make outbound investments up to MAD 10 million (approximately $1.1 million USD) per transaction. Previous regulations severely restricted or prohibited such investments. This change allows Moroccan tech companies to acquire foreign assets, establish foreign subsidiaries, or participate in international joint ventures without seeking case-by-case authorization from the Office des Changes.
The certification process through ADD requires demonstrating technological innovation, scalability potential, and compliance with Moroccan corporate law. Once certified, companies must still report each foreign investment transaction to the Office des Changes within 30 days of execution, but prior authorization is no longer required for amounts within the threshold.
Second, the annual allowance for professional travel expenses by companies without foreign currency accounts has doubled from MAD 500,000 to MAD 1,000,000. This affects Moroccan subsidiaries of foreign groups that regularly send employees abroad for business development, conferences, or training. The documentation requirements remain unchanged: companies must provide travel justifications and supporting invoices to authorized banks handling the currency conversion.
Third, specific provisions now address guarantee agreements in M&A transactions. Moroccan residents can now grant guarantees covering assets and liabilities to non-resident buyers in acquisition agreements. This resolves a previous ambiguity that complicated cross-border deal structuring.
Need guidance on structuring foreign exchange aspects of your Moroccan investment? Contact Cabinet Lafrouji Avocats at +212 (5) 22 47 55 29 for legal analysis of exchange control compliance.
The Ten-Year Rule for Long-Term Foreign Investors
The IGOC 2026 introduces a new provision specifically benefiting foreign investors who have maintained investments in Morocco for ten years or longer. These investors can now transfer investment income abroad up to MAD 2 million annually without providing proof of their original capital contribution in foreign currency.
Under the previous framework, foreign investors seeking to repatriate investment income had to demonstrate that their initial investment was made with foreign currency properly transferred through authorized banking channels. This requirement often created difficulties for investors who had made their initial investment many years prior, when documentation standards differed or when records were no longer readily accessible.
The ten-year rule eliminates this documentation burden for qualifying investors. To benefit from this provision, investors must demonstrate continuous investment in Morocco for at least ten consecutive years through corporate registry records, tax filings, and bank statements. The MAD 2 million annual limit applies per investor, not per investment vehicle.
This provision applies to dividend distributions, capital gains from partial liquidations, and interest income. It does not apply to full repatriation of invested capital, which remains subject to standard exchange control procedures including proof of origin.
Foreign investors with multiple Moroccan holdings who collectively meet the ten-year threshold should structure their repatriation strategy to maximize use of this simplified procedure while remaining compliant with the annual ceiling.
Practical Implications for M&A Transactions
The IGOC 2026 modifies several provisions affecting mergers and acquisitions involving Moroccan targets or acquirers.
Representations and warranties insurance policies issued by non-resident insurers can now be paid directly in foreign currency by Moroccan acquiring entities, subject to prior authorization from the Office des Changes. The authorization request must include the insurance policy terms, premium amount, and justification of the transaction’s necessity.
Earn-out provisions in share purchase agreements can be structured with foreign currency payment obligations, provided the total transaction value (including maximum potential earn-out) is declared to the Office des Changes at closing. Subsequent earn-out payments require reporting but not additional authorization if they fall within the declared maximum amount.
Escrow arrangements for cross-border M&A transactions can be maintained in foreign currency accounts outside Morocco, provided the escrow agreement is filed with the Office des Changes within 30 days of the closing date. Release of escrow funds to Moroccan sellers requires compliance with standard repatriation procedures.
Foreign investors acquiring Moroccan companies should verify that target companies have complied with all applicable exchange control regulations during their operational history. Non-compliance by the target creates potential liability for the acquiring entity and may complicate post-acquisition treasury management.
Due diligence should specifically examine whether the target has properly reported all foreign exchange transactions, maintained required documentation, and operated within authorized limits for any foreign currency accounts. Violations discovered post-closing can result in penalties assessed against the acquiring company.
Compliance Requirements and Reporting Obligations
All transactions falling under IGOC 2026 must be conducted through authorized intermediaries, typically Moroccan banks licensed to handle foreign exchange operations. Investors cannot use informal channels or direct peer-to-peer transfers for transactions subject to exchange controls.
Reporting deadlines vary by transaction type. Most require reporting within 30 days of execution. The Office des Changes has confirmed that it will strictly enforce these deadlines, and late reporting can result in penalties even if the underlying transaction was otherwise compliant.
Companies should establish internal procedures to ensure timely reporting of all foreign exchange transactions. This includes designating responsible personnel, implementing approval workflows before initiating transactions, and maintaining comprehensive documentation of all cross-border payments and receipts.
The IGOC 2026 does not modify the requirement for annual foreign exchange declarations by companies engaged in regular international transactions. Companies must continue filing annual reports summarizing all foreign exchange operations, typically due by March 31 following the fiscal year-end.
Documentation and Record-Keeping Standards
Moroccan entities conducting foreign exchange transactions must maintain detailed records for at least ten years. Required documentation includes contracts underlying transactions, bank transfer confirmations, invoices for goods or services, authorization letters from the Office des Changes where applicable, and correspondence with authorized intermediary banks.
For investment income repatriation, documentation must demonstrate the commercial reality of the underlying transaction. Dividend payments require board resolutions, audited financial statements showing distributable profits, and tax clearance certificates. Loan repayments require the underlying loan agreement, proof that the loan was properly declared when received, and evidence that proceeds were used for their declared purpose.
The Office des Changes conducts periodic audits of companies engaged in significant foreign exchange activity. During audits, inspectors typically request complete transaction files for the previous five years. Companies unable to produce required documentation face administrative sanctions and potential restrictions on future foreign exchange operations.
Foreign investors should ensure their Moroccan subsidiaries implement robust document management systems that can produce complete transaction histories on short notice.
Legal Assistance for Foreign Exchange Compliance
Compliance with Morocco’s foreign exchange regulations requires detailed knowledge of IGOC 2026 provisions, Office des Changes administrative practices, and specific documentation requirements for different transaction types.
Cabinet Lafrouji Avocats provides specialized legal services for foreign investors on exchange control matters:
- Investment structuring analysis: Review of proposed investment structures for IGOC 2026 compliance and identification of exchange control risks
- Transaction documentation: Preparation of contracts, declarations, and authorization requests meeting Office des Changes requirements
- Compliance audits: Pre-transaction review of target companies’ foreign exchange compliance history and exposure assessment
- Authorization procedures: Representation before the Office des Changes for special authorization requests outside standard provisions
- Dispute resolution: Defense in administrative proceedings for alleged exchange control violations and negotiation of settlement terms
Our legal team has extensive experience advising multinational corporations, private equity funds, and individual investors on Moroccan foreign exchange regulations.
For legal advice on IGOC 2026 compliance:
Cabinet Lafrouji Avocats
64 rue Taha Houssein
20000 Casablanca – Maroc
Telephone: +212 (5) 22 47 55 29
Email: contact@lafroujiavocats.com
Legal Disclaimer: This article provides general information about Morocco’s foreign exchange regulations and does not constitute legal advice. Companies and investors should consult qualified Moroccan legal counsel to assess their specific compliance obligations under IGOC 2026.
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