Holding companies and passing on family wealth in Morocco: key points

Setting up the holding company: the contribution of shares

A holding company can be set up through the contribution of the shares the shareholders already hold. For an individual, this contribution is in principle taxable: the General Tax Code (Code général des impôts, CGI) lists it among the events that give rise to the tax on gains from transferable securities (Art. 67-II).

Since 1 January 2020, an individual who contributes all of their equity securities to a resident holding company subject to corporate income tax is not taxed on the capital gain at the time of the contribution, provided that the securities are valued by a contributions auditor (commissaire aux apports), that the individual undertakes in the deed to pay that tax on the later sale, redemption or cancellation of the securities received, and that a declaration is filed within sixty days (Art. 161 ter-III). The tax is deferred, not cancelled.

The formation of a company through contributions in kind valued by a contributions auditor is exempt from registration duties, the liabilities contributed remaining taxable (Art. 129-IV-23°). Transfers, for consideration or free of charge, of shares in companies that are neither transparent property companies (sociétés immobilières transparentes) nor property-rich companies (sociétés à prépondérance immobilière) are also exempt (Art. 129-IV-25°); for deeds registered since 1 January 2026, a certificate drawn up on a model set by the tax authorities must be presented.

What a holding company changes for dividends

For an individual, the withholding is final and discharges income tax (Art. 73, last paragraph). Take a company that distributes MAD 1,000,000 in 2026 to a shareholder who is an individual: MAD 112,500 is withheld, and the shareholder receives MAD 887,500.

Paid to a company that has its registered office in Morocco and is subject to corporate income tax, the same dividends are exempt from withholding if that company gives the distributing company, or the bank responsible for the payment, a certificate of ownership of the shares bearing its corporate income tax identification number; they are included in its financial income with a 100% allowance (Art. 6-I-C-1°).

Dividends from subsidiaries therefore flow up to the holding company without withholding and can be reinvested there. Withholding applies when the holding company in turn distributes to individuals: the holding company defers tax on what it retains; it does not remove it on what reaches the shareholders. Its other profits, for example on services invoiced to subsidiaries, are subject to corporate income tax at 20%, or at 35% where net profit reaches MAD 100 million (Art. 19-I).

The bequest (wasiya): one third at most, and not to an heir

The law defines the will as the act by which its author creates, over one third of their property, a right that becomes enforceable on their death (Art. 277); that third is calculated after deducting the rights encumbering the estate (Art. 301). A bequest may not be made to an heir, unless the other heirs permit it (Art. 280). Heirs of full capacity who have ratified a bequest made to an heir, or one exceeding one third, are bound by it, whether they did so after the death, during the testator’s last illness or at the testator’s prior request (Art. 303).

A will remains revocable at any time (Art. 286). It is received by adoular deed, recorded by an authorised official authority, or written in the testator’s own hand and signed by them; such a handwritten will must contain a statement authorising its execution (Arts. 296 and 297).

On the tax side, the inventory drawn up after a death bears a registration duty of 1% of the gross assets, excluding the deceased’s main residence and the linen, clothing and furniture of that residence (CGI, Arts. 133-I-D-9° and 131-17°); the delivery of a bequest, 1% of the value of the property bequeathed (Arts. 133-I-D-4° and 131-18°); a partition between co-heirs, 1.5%, any balancing payment being taxed as a sale (Art. 133-I-C-6°).

Before deciding

Under the CGI, a gift of real property or of securities is also a disposal, taxable on the donor’s capital gain (Arts. 61-II and 67-II), except within the same family circle and in the context of kafala (Arts. 63-III and 68-I). This exemption defers the tax: if the recipient sells, their capital gain is generally calculated from the price of the last acquisition for consideration (Arts. 65-II and 70).

The Family Code is also the subject of a proposed revision, whose guidelines, approved in December 2024, concern in particular the marital home, gifts and wills. Until a new text is published in the Official Bulletin, the articles cited here apply: have the state of the law checked at the time you act.

These rules combine, and their effect depends on the family, the assets and the date of the transactions. Deeds are a matter for the notary, the adoul or the lawyer; calculations for the accountant. A few questions help prepare those meetings:

• Who are the heirs today, and what would their shares be?
• Which assets are involved — real property, shares in property companies or other companies, a business — and what duties does each way of passing them on entail?
• Would a holding company bring real order, given its cost and its administration?
• Who will manage the whole after the transfer, and under which written rules?