The limited liability company (SARL) is by far the most widely used company form in Morocco. It is governed by Law No. 5-96, which also covers general and limited partnerships. Its success comes from a simple balance: limited liability for shareholders and lighter operation than a public limited company (SA).
Shareholders
- An SARL has at least one shareholder and at most fifty.
- With a single shareholder, it is a single-member SARL (SARL AU): the rules are the same, with decisions taken by the sole shareholder.
- Shareholders may be individuals or companies, Moroccan or foreign.
Share capital
- No minimum capital has been required since the 2019 reform: shareholders set the amount freely, according to the project’s real needs.
- The capital is divided into shares (parts sociales), which are not tradable securities.
- Above a certain amount of capital, cash contributions must be deposited in a blocked account until registration.
A token capital makes setup easier, but it looks fragile to banks and suppliers. The amount should be consistent with the business and its financing needs.
Liability limited to contributions
Shareholders bear losses only up to their contributions. Their personal assets are in principle protected.
This protection has limits: banks often ask the manager for a personal guarantee, and the manager can be held liable for mismanagement.
Management
- The SARL is run by one or more managers (gérants), who must be individuals, shareholders or not.
- They are appointed in the articles of association or by a shareholders’ decision, for a limited or unlimited term.
- The manager has the widest powers towards third parties; the articles may restrict those powers internally.
Shareholders’ decisions
| Decision | General rule |
|---|---|
| Approval of the accounts | Every year, within six months of year end |
| Ordinary decisions (appointing the manager, allocating profit) | Majority of shareholders representing more than half the capital |
| Amending the articles | Qualified majority of shareholders representing at least three quarters of the capital |
We describe the annual timetable in our article on approving the accounts.
Transferring shares
- Between shareholders, or to a spouse and relatives, transfers are in principle free, unless the articles provide otherwise.
- To a third party, a transfer must be approved by the shareholders by the majority set by law and the articles.
This mechanism lets shareholders control the entry of new partners. The articles can adjust it: it is one of the clauses to draft most carefully.
Statutory auditor
Appointing a statutory auditor becomes mandatory when turnover exceeds MAD 50 million at year end. Below that, it remains possible, for example at the request of minority shareholders.
Tax
The SARL is subject to corporate income tax, at the rates presented in our article on corporate income tax in 2026, and to VAT on its transactions. Dividends paid to shareholders bear a withholding tax.
In short
- 1 to 50 shareholders, no minimum capital.
- Liability limited to contributions.
- One or more managers who are individuals.
- Transfers to third parties subject to approval.
- A statutory auditor above MAD 50 million of turnover.
Ascensu handles the setup and corporate changes of SARLs: articles of association, meetings, share transfers.
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.