MOROCCO Law and Practice Contributed by: Loris Marghieri, Dounia El Aissaoui and Julien Nouchi, Gide Loyrette Nouel
cultural land for agricultural use. This is subject, however, to prior approval of the purchase by the unified regional investment commission ( com- mission régionale unifiée d’investissement ), and the signature of a specific sale and purchase agreement, the template of which has not yet been published. Non-agricultural Use In accordance with the provisions of Decree No 2-04-683 of 6 January 2005 on the regional commission responsible for certain land trans - actions, foreign natural and legal persons may purchase rural agricultural land with a view to carrying out an investment or other economic project of a non-agricultural nature. This is sub - ject, however, to request and being granted with a certificate of non-agricultural use ( attestation de vocation non agricole ). Real estate investors typically use a combination of equity (including internal shareholder financ - ing) and/or bank loans to finance the acquisition of commercial real estate in Morocco. 3.2 Typical Security Created by Commercial Investors Lenders often request the following securities: • a mortgage ( hypothèque ) over the real estate asset; • a pledge over the general business concern ( nantissement de fonds de commerce ); • a pledge over receivables ( nantissement de créances ); • a bank account pledge ( nantissement de compte bancaire ); 3. Real Estate Finance 3.1 Financing Acquisitions of Commercial Real Estate
• an assignment of insurance proceeds ( délé- gation des indemnités d’assurance ); and • a pledge of shares ( nantissement d’actions ). It is also common to obtain personal security, such as a guarantee from a company (usually a parent company) covering cost overruns, com - pletion, interest and principal. 3.3 Restrictions on Granting Security Over Real Estate to Foreign Lenders The enforcement of a security in Morocco for the benefit of a foreign lender would result in the transfer of the enforcement proceeds out - side Morocco. Such a transfer would generally require a spot authorisation from the Foreign Exchange Office, as the General Instruction on Foreign Exchange does not expressly authorise this type of operation. With regard to repayment under a loan agree - ment, the General Instruction authorises foreign financing under certain circumstances to enable a Moroccan borrower to repay a loan to a foreign lender. The creation of the beneficiary’s administrative file at the Land Registry, known as the dossier special , which requires the collection of corpo - rate and administrative documents in original, certified or apostilled form, and sometimes involves an exequatur procedure, may also pre - sent challenges and delays. 3.4 Taxes or Fees Relating to the Granting and Enforcement of Security The following registration obligations and Land Registry fees are applicable upon the registra - tion of a mortgage. • Registration duties: computed on the total amount secured, but the taxable basis also
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