Preparing to raise capital or to sell a company in Morocco

Legal form and valuation

The legal form matters. An SARL may not issue transferable securities (Art. 54 of Law No. 5-96) and its shares may not be represented by negotiable instruments (Art. 55): the investor comes in through a capital increase in company shares (parts sociales). Depending on the rights sought, the shareholders sometimes consider converting the company into an SA or an SAS; conversion to an SAS requires their unanimous agreement (Art. 43-2). This is a question to address with the lawyer before opening discussions.

There is no single “fair” price. Practitioners generally cross-check three families of approaches: asset-based, which starts from net assets after revaluing the main items; cash-flow-based, which discounts the cash the company is expected to generate under an explicit business plan and discount rate; comparison-based, which applies multiples observed on companies or transactions considered comparable. The first ignores earning capacity, the second depends on forecasts, the third on comparables that are rarely perfect for an unlisted company. The useful result is a range in which each assumption can be discussed.

The final price is negotiated and also depends on the warranties, the payment schedule or whether the chief executive stays on. Take a buyer who has less faith than the seller in future results: an earn-out, paid if targets are met after the sale, can bring the positions closer. It shifts the risk without removing it, and its calculation formula must be precise.

The final agreement, then closing

The final contract — share transfer deed, or investment agreement and subscription — sets the price, the seller’s representations on the position of the company, the warranty on assets and liabilities (garantie d’actif et de passif), which organises compensation if a representation proves inaccurate, the conditions precedent and the undertakings until completion. In a capital raise, a shareholders’ agreement also organises governance and the investor’s exit. These documents are drafted and negotiated by the parties’ lawyers.

Closing is completion: conditions precedent satisfied or waived, payment, transfer of the shares, resignations and appointments. In an SARL, the transfer of shares to a third party requires the consent of a majority of the shareholders representing at least three quarters of the shares (Art. 58 of Law No. 5-96); it must be recorded in writing, failing which it is void, becomes enforceable against the company by service or by filing a copy at the registered office, then against third parties after publication in the trade register (Arts. 16 and 61). In an unlisted SA, the articles may make a transfer to a third party subject to the company’s approval, which has three months to respond (Arts. 253 and 254 of Law No. 17-95).

Timetable and consequences of notification

Notification may be filed as soon as an agreement in principle or a letter of intent has been signed (Art. 13), and the transaction may be completed only after authorisation (Art. 14). The Council rules within sixty days of complete notification, a period that may be extended or suspended; if it opens an in-depth review, it has ninety days from the opening of that review (Arts. 15 and 17). The review gives rise to a fee of one per thousand of the transaction amount, of no less than MAD 20,000 and no more than MAD 150,000 (Art. 8 bis of the Decree). The authorisation lapses if the transaction is not completed within two years (Art. 18 bis).

Completing a transaction without notification exposes the parties to a penalty of up to 5% of the turnover generated in Morocco for a legal entity, and up to MAD 5 million for an individual (Art. 19). Calculating the thresholds and defining the markets are matters for the lawyer; the question arises as early as the letter of intent, because it weighs on the timetable.

Registration duties and capital gains

The sale of shares in an unlisted company must be registered within thirty days of the deed (Arts. 127-I-A-1°-c and 128-I of the General Tax Code, 2026 edition). It is exempt from duties on presentation of a certificate, on the tax authorities’ model, establishing that the company is neither a transparent property company nor a property-rich company (Art. 129-IV-25°). By way of exception, a shareholder who sells, within four years, shares received in exchange for a contribution in kind bears transfer duty according to the nature of the assets contributed. For unlisted transparent property companies and property-rich companies, the duty has been 5% since 1 January 2026, compared with 6% previously (Art. 133-I-G-4°). A company is property-rich if at least 50% of its gross assets consist of real property or of shares in property companies, excluding property used for its own operations (Art. 61-II).

In a capital raise, a capital increase through cash contributions made purely and simply (à titre pur et simple) is exempt from registration duties (Art. 129-IV-23°). As for the capital gain, the net gain on the sale of unlisted shares made by an individual is subject to income tax at 20% (Art. 73-II-F-2°); for a company subject to corporate income tax, the sale proceeds are included in its taxable result (Art. 9-I-C-1°). The calculation, the returns and the position of a non-resident seller should be reviewed with the accountant or the tax adviser. This guide is up to date as of 17 October 2026.