Morocco is open to foreign investment: a non-resident can hold 100% of the capital of a Moroccan company in most sectors. The setup steps are the same as for a local entrepreneur, and we describe them in our article on setting up a company in Morocco.
But several points specific to foreign investors must be settled from the start, because they determine whether the funds can one day be repatriated.
1. Choose the structure
Foreign investors usually weigh two options:
- a subsidiary, a company under Moroccan law, most often an SARL or a single-member SARL for a mid-sized project, or an SA or SAS for a larger one;
- a branch, simply an establishment of the foreign company, with no separate legal personality.
We compare these two options in a dedicated article. The features of the SARL, the most common form, are covered in a specific article.
2. Prepare the foreign documents
When the shareholder is a foreign company, the file includes documents issued abroad: articles of association, registration extract, decision to invest, the representative’s power of attorney. When the shareholder is a non-resident individual, their identity document is needed and, often, a power of attorney for local formalities.
These documents generally have to be legalised or apostilled, then translated into Arabic or French by a sworn translator. This is often the longest step: plan ahead.
3. Finance the capital in foreign currency
This is the most important point for what follows. A foreign investment financed in foreign currency, by a transfer from abroad or a sale of foreign currency on the exchange market, benefits from a convertibility regime: the investor can freely transfer abroad:
- the income from the investment, in particular dividends, after tax;
- the proceeds of sale or liquidation, including capital gains.
To benefit, keep the bank evidence of the foreign currency financing: without it, transferring funds back out becomes much harder.
4. Open the bank account
The company in formation opens a bank account in Morocco to receive contributions and, where applicable, deposit the capital. The bank checks the identity of the shareholders and beneficial owners: have complete, up-to-date documents ready.
5. Complete the formalities and register
Then come the usual formalities: negative certificate, articles of association, registered office, registration, trade register, tax identifier, ICE, CNSS registration. Some can be handled remotely, with a representative on site.
6. Organise management from day one
- Accounts kept in Morocco under the Moroccan accounting standards (CGNC).
- Tax returns: VAT, corporate income tax, withholding taxes.
- Payroll and CNSS from the first employee, including for foreign employees.
- Transfer pricing for flows with the group, when the company buys from or invoices related entities.
In short
- A non-resident can hold 100% of the capital of a Moroccan company in most sectors.
- Foreign documents must be legalised or apostilled and translated.
- Foreign currency financing, properly documented, guarantees the transfer back of income and capital.
- Accounting, tax and social security management must be organised from registration.
Ascensu supports foreign investors from structuring the project to the day-to-day management of their company.
Official sources
This article is provided for general information, as at its publication date. It is not personalised advice: the rules change and every situation must be reviewed on its own facts.