MOROCCO Law and Practice Contributed by: Loris Marghieri, Dounia El Aissaoui and Julien Nouchi, Gide Loyrette Nouel
Real Estate Civil Company (SCI) A real estate civil company (SCI) is a civil compa - ny whose purpose is to hold real estate assets. Because it is a civil company, an SCI cannot have in principle a commercial or trading nature. The shareholders are indefinitely liable for the company debts, in proportion to the shares they hold in the share capital. Some companies are subject to personal income tax (ie, tax on income is only payable at the shareholder level) and mainly include société en nom collectif , companies with a real estate purpose (transparent for tax purposes). 5.3 REITs REITS are commonly available in Morocco. Please refer to 5.1 Types of Entities Available to Investors to Hold Real Estate Assets for more detail. There are two different forms of OPCI ( Organ- isme de Placement Collectif Immobilier ): • a real estate investment trust ( fonds de place- ment immobilier – FPI) organised in the form of a co-ownership without legal personality; or • a real estate investment company ( société de placement immobilier – SPI) organised as a joint stock company. In both cases, their purpose is the construction or acquisition of buildings exclusively for rental purposes, which they hold directly or indirectly, as well as all operations necessary for their use or resale. Securities issued by the OPCI may be listed on the stock exchange. OPCIs are open to foreign investors and the assets of an OPCI may be located in a free zone or in a foreign country,
five shareholders is required for an SA. Unless otherwise provided in the company’s articles of association (which may provide for restrictions on the transfer of shares, such as a temporary lock-up or prior approval clause ( agrément )), the shares in an SA are freely transferable. Simplified Joint Stock Company (SAS) A simplified joint stock company (SAS) is a flexi - ble corporate form that is suitable for companies with high growth potential. An SAS’s shares are not permitted to be listed. One or more share - holders, who may be either individuals or legal entities, can form an SAS. The maximum amount of liability of each shareholder is their individual share contributions. The shares are freely trans - ferable, unless otherwise set forth in the articles of association of the company. If the articles of association of the company include a lock-up clause, Moroccan law provides that this lock-up period cannot exceed ten years. Limited Liability Company (SARL) and Sole Shareholder Limited Liability Company (SARLAU) The Moroccan equivalent of a limited liability company is a SARL. It can be incorporated as a sole shareholder company and may have up to 50 shareholders. In that case, the firm is a sole shareholder limited liability company (SARLAU). The maximum amount of liability for each share - holder is their individual share contributions. The SARL is frequently utilised for smaller enterpris - es, particularly because of its simplified and less complex management structure. Unlike a joint stock company, a SARL cannot be listed on a stock exchange and cannot issue preference shares and debt or equity securities that are convertible into shares.
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