MOROCCO Law and Practice Contributed by: Loris Marghieri, Dounia El Aissaoui and Julien Nouchi, Gide Loyrette Nouel
(a) 5% of the purchase price (if the asset purchased is a bare land or a building which will be demolished); or (b) 4% of the purchase price if the asset pur - chased is a constructed building (regard - less of its purpose). • Computed on the purchase price and borne by the purchaser within 30 days of the execu - tion date of the purchase agreement. • Registration fees with the Land Registry, amounting to 1.5% of the purchase price (required to register the deed of sale with the tax administration and update the Land Register), also borne by the purchaser within three months from the deed of sale execution date. Share Deals If the target company in a share deal qualifies as a “real estate company” it will need to pay registration duties to the tax administration. Real estate companies are defined as compa - nies whose gross assets are composed of at least 50% real estate assets (including other real estate companies), determined at the beginning of the financial year in which the taxable sale occurs. Properties used by these companies for their own commercial, industrial and other activity are not taken into account in the 50% threshold but ongoing constructions are. When shares representing a real estate company are sold, the buyer is responsible for paying registra - tion duties at a rate of 6% of the purchase price. If the target does not qualify as a real estate company, a share purchase agreement must be registered with the tax authorities, but this is not exempted from registration duties. If the company does not qualify as a “real estate company” (eg, if the property owned by the com - pany is dedicated to the industrial or commercial activity of the same company), the registration
of the share purchase agreement has to be reg - istered with the tax authorities but benefits from a registration duties exemption The purchase of shares in a real estate company does not trigger the payment of notary public fees (because the deed does not have to be authenticated by a public notary), nor does it require the payment of registration fees with the Land Registry (because the title deed does not need to be updated, as the owner of the property remains the same person). 2.11 Legal Restrictions on Foreign Investors Apart from some industries – including agricul - ture, fishing, audiovisual media, banking and insurance – there are generally no limitations on foreign investors buying real estate (either directly or indirectly through the purchase of a company holding real estate assets). It is worth noting that with respect to agricultural land, a distinction is made between purchase for agricultural and non-agricultural uses. Agricultural Use Prior to the reform introduced by Law No 62-19 of 14 July 2021 (see next paragraph), Law No 1-73-645 of 23 April 1975 on the acquisition of agricultural land or land for agricultural use out - side urban areas providing that foreign natural and legal persons and/or limited companies, whose shareholders were not exclusively Moroc - can natural or legal persons, were not allowed to purchase agricultural land for agricultural use. Law No 62-19 of 14 July 2021 now provides for the right for joint stock companies ( socié- tés anonymes ) or limited liability partnerships ( sociétés en commandite par actions ), whether owned by foreigners or not, to purchase agri -
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