Setting up a SARL in Morocco: the steps and what to watch for

Whether you are launching a business, structuring a family project or bringing in an investor, the limited liability company (SARL), governed by Law No. 5-96, is often the first choice. Setting one up has become simpler in recent years. The articles of association still deserve real attention: they decide how power is shared and how a partner can leave.

Why a SARL

The partners' liability is limited to their contributions: their personal assets are in principle not exposed to the company's debts. A SARL has between one and fifty partners; with a single partner it is a single-member SARL.

The law no longer requires a minimum share capital. A very low capital is still a poor signal for banks and partners, and should remain consistent with the planned business.

The steps

Obtain the negative certificate from the Moroccan Office of Industrial and Commercial Property (OMPIC), which reserves the company name.
Establish the registered office: lease, domiciliation agreement or proof of ownership.
Draft and sign the articles of association, then have them registered.
Deposit cash contributions in a blocked account and obtain the bank certificate.
Complete the tax formalities (tax identification, business tax) and register with the trade register, which brings the company into existence.
Publish a notice in the Official Bulletin and in a legal announcements newspaper, then register the company with the CNSS at the first hire.

Clauses not to overlook

The allocation of shares and the payment of contributions.
The manager's powers and the decisions that require the partners' approval.
The conditions for transferring shares to a third party, subject to the approval of the partners as provided by law and the articles.
What happens to the shares if a partner dies or in case of lasting disagreement.
The allocation of profits and the holding of meetings.

Common mistakes

Copying standard articles without adapting them often leads to deadlock: a manager with unlimited powers, no exit rules, majorities impossible to reach.

Mixing the company's accounts with the manager's is another source of trouble: using company assets for personal purposes can make the manager liable, including under criminal law.

The firm's view

A well set up SARL is recognised less by how quickly it was registered than by the quality of its articles. A few hours spent adapting them often avoid years of conflict between partners.

Maître Malak Elimani assists entrepreneurs with incorporating their company and drafting articles of association and shareholder agreements. This article provides general information and is not a substitute for legal advice.

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