MOROCCO Law and Practice Contributed by: Loris Marghieri, Dounia El Aissaoui and Julien Nouchi, Gide Loyrette Nouel
No specific provisions apply to the industrial, office, or retail sectors. 2.3 Effecting Lawful and Proper Transfer of Title Under Moroccan law, ownership of registered land is not transferred to the buyer until the deed of sale – which must be signed before a notary public or equivalent – is registered with the Land Registry ( Conservation foncière ). This registra - tion and publicity mechanism makes the rights of the registered owner enforceable against third parties and cancels any and all prior titles/rights which are not mentioned on the title deed. The information recorded with the Land Registry is available to the public and can be obtained for a nominal cost. Hence, title insurance is not com - monly used in Morocco. Since September 2021, deeds of sale and ancil - lary documents should be submitted electroni - cally to the Land Registry by the notary public. Furthermore, the professional order of Moroccan notaries public has created its own electronic signature tool. 2.4 Real Estate Due Diligence Buyers generally conduct the necessary due diligence reviews, which cover technical, com - mercial and legal matters. With respect to legal matters, the review typically includes the following: • the title and encumbrances, to confirm in particular the valid and full ownership of the seller, and that the title is free and clear from any liens or encumbrances such as mortgag - es, preventative seizure, etc; • construction matters (building permits, cer - tificate of conformity, guarantees and related insurance coverage);
• third-party rights; • the rental situation; • contracts relating to the property;
• corporate matters (comprehensive corporate due diligence must be conducted if the asset is acquired through a share deal); and • documentation regarding litigation and other contracts relating to the property and the target company. Specific attention must be paid to the drafting of force majeure clauses. 2.5 Typical Representations and Warranties The following guarantees are imposed by statu - tory law on the seller, and may be extended or limited by the parties: • a guarantee of eviction, which protects the buyer against any restriction on the use of the property by the seller or by any third parties claiming rights over the property; and • a guarantee against hidden defects ( vices cachés ), which must be brought within 365 days of the handover of the property (unless otherwise agreed). The warranties provided by the seller in a share deal include the usual representations and war - ranties relating to the company being sold (the existence of the company, share capital and ownership of the shares, corporate matters, the accuracy of the accounts, the company’s activity, financial standing, significant contracts entered into by the company, employment mat - ters, litigation, tax matters, etc). There is not typically a cap on the seller’s liability for a breach of its representations and warran - ties.
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