No Byzantine complexity
Setting up a company in Morocco is relatively simple and fast. Morocco also differs from its neighbors since it enables foreigners to operate without local partners.
The creation of a company in Morocco is easier than in most of the North Africa and Middle East region. Two weeks suffice for the procedures, whether one does it independently or via one of the Regional Investment Centers (CRI in French). The CRIs offer a “one-stopshop” window that manages all the administrative steps for creating the corporate entity. One needs to contact the regional CRI for the area where one wishes to set up.
Unlike other Maghreb countries, in Morocco it is not necessary to appoint a local shareholder or partner. Indeed, a foreigner can create a business without resorting to Moroccan partners.
The simplest legal form for a company is the equivalent of the limited liability company (LLC). In French this is a Société Anonyme à Responsabilité Limitée (SARL).
For light and flexible structures, this is the preferred legal form. An SARL can have one or more partners who may be individuals or legal entities, resident or not in Morocco. There is no minimum capital to set up a SARL.
At the more complex end of the scale is incorporation, that is setting up a company with multiple shareholders and a board of directors. In French this is a Societe Anonyme (SA). The minimum capital to set up a SA is about $35,000 (MAD 300,000).
Registering a SARL company in Morocco involves six procedures and takes 12 days. By comparison the regional average for North Africa and the Middle East is eight procedures and 20 days, according to the World Bank study Doing Business 2012.
The first step is to obtain a “Certificat Négatif”, which registers the company name at the Intellectual Property Moroccan Office (OMPIC). Next a deposit is paid in a bank and a receipt obtained called the “attestation de depot” in French. After legalizing the company statutes at the local mayor’s office (Commune), documents must be filed with the tax office to register the company with the Ministry of Finance for obtaining tax identification numbers, and with the Tribunal of Commerce, after having published information in a local newspaper and in the official newspaper. This is the most time-consuming step taking seven days. Finally, have a company stamp made. Also, for foreign investors, information about the setting up of the company and about the investment of foreign funds must be given to the exchange control board office.
The Moroccan tax system is codified under the General Tax Code (CGI). The main points applicable to local companies are:
- Basic corporate tax rate of 30%
- Exact tax base and rate depend on the type of activity
- Tax exemption for the first five years of operation (for exportation or for hotels)
- Value added tax (VAT) is applied at a flat rate of 20%
- Tax on dividends is 10% and this excludes any further taxation.
Morocco has signed tax treaties with almost 40 countries to avoid double taxation. A full list of these countries is available on the website of the Ministry of Economy and Finance.
Under Moroccan law and economic incentives, certain sectors receive tax incentives, for example for the export of goods and services or hotels. There are also export processing zones (zones franches in French) that provide specific tax and customs privileges.
Taxation of individuals
For individuals, whether expatriate or simply on temporary assignment, the tax code specifies that these people are liable to tax in Morocco if they have a permanent residence in Morocco or they remain in Morocco for a period of at least 183 days continuously or intermittently during the fiscal year.
Moreover, the employer in Morocco must retain a withholding tax for the employees personal income tax. These are established on a sliding scale, with a maximum rate of 38% when the employee’s salary exceeds approximately $23,500 annually (MAD 200,000). Companies must pay the personal income tax owed by employees. Employers should note that staff expect their wages on a net basis, so companies should include these taxes in their calculations to assess total payroll costs.
Social security and labor law
Social security contributions are taken both from employee wages (at 8% rate) and from employers (at 16% rate). However, non-Moroccan staff assigned by their employer to Morocco from a nation which has signed a social security agreement with Morocco may be exempt from local dues if they prove they are still contributing to social security in their country of origin.
The use of foreign labor is regulated in Morocco. However, a foreigner can obtain a valid work permit if they are detached by a foreign company and remain subject to social security of their country of origin. A person may also be allowed to work as the legal representative of a Moroccan corporation (for example the general manager of a SARL). On the other hand, if neither case applies, the employer must submit an application to the national employment agency (ANAPEC), which will assess if Moroccan applicants can be found to fulfill the required functions.
Foreign exchange regulations
Of obvious concern to foreign investors is whether one can repatriate income, dividends or interest on investments back to one’s country of origin.
Because the Moroccan dirham (MAD) is not a freely convertible currency, Morocco has specific exchange regulations. Special regulations from the central bank authority or the foreign exchange bureau (Office des Changes www.oc.gov.ma) must be fulfilled.
Investments from abroad in foreign currency must first be declared to the competent authorities. The initial investments may consist of monies paid into the capital of subsidiary companies, or cash paid through bank accounts associated with the company’s operations, or payments for acquisitions of assets such as real estate. It is legal to repatriate greater funds than were imported initially. Retained profits can be transfered provided that the company has paid its taxes.
Careful attention should be paid to imports of services. Indeed, although one may pay foreign services from Morocco, the type of service imported (brand or franchise royalties, technical assistance fees, management fees, etc.) must respect Moroccan foreign exchange regulations that specify the procedures for payment of each type of service.
A foreigner (either individual or corporate entity) can easily acquire property (land or building) provided that it is not agricultural land. Property is subject to detailed legal and administrative processing. This guarantees security for investors but is accompanied by a relatively heavy bureaucracy.
Moroccan corporate law is based on French law but with adaptations for the Moroccan economy. Laws are published in Arabic and French. ●