MOROCCO Law and Practice Contributed by: Loris Marghieri, Dounia El Aissaoui and Julien Nouchi, Gide Loyrette Nouel
SAS The minimum share capital requirement for an SAS is not specified by Moroccan legislation. SARL A limited liability company is not required to have a minimum share capital. Contributions must be provided in kind or in cash, it being specified that contributions in kind must undergo a certain appraisal process by an independent appraiser. SCI A minimum share capital of MAD1 is required for a real estate civil company. Contributions can be made in cash or in kind, or may consist of technical skills ( apport en industrie ). 5.5 Applicable Governance Requirements SA An SA may have either (i) a board of directors ( conseil d’administration ), or (ii) a management board (directoire) and a supervisory board ( con- seil de surveillance ). The CEO ( directeur général ) is responsible for the day-to-day management of the SA and has the broadest powers and author - ity to represent the company before third parties. SAS An SAS is mainly governed by the terms and conditions of its articles of association. SARL A SARL is managed by at least one manager, who must be an individual and who has the broadest power and authority to represent the company before third parties, except for matters legally restricted to shareholders. SCI An SCI is managed by at least one manager, who must be a shareholder of the company (if
denominated in foreign currency or governed by foreign legislation, in compliance with foreign exchange legislation and regulations. However, the OPCI management company must have its registered office in Morocco. Investors can benefit from a number of advan - tages by investing in OPCIs: • easy access to the real estate market; • liquid investment in real estate via OPCIs; • optimising net income through the OPCI’s rental assets; • professional property management; and • an attractive tax regime. The creation of an OPCI is subject to a number of conditions, including but not limited to: • management by a management company ( société de gestion ), which itself is subject to certain conditions; • obtaining (i) the authorisation of the Moroc - can market regulator ( Autorité Marocaine du Marché des Capitaux – AMMC), and (ii) the AMMC’s approval of the OPCI’s information document; • having a minimum share capital (SPI)/mini - mum initial contribution (FPI) of MAD50 mil - lion; and • compliance with applicable rules governing the asset mix of the OPCI. 5.4 Minimum Capital Requirement SA A joint stock company requires a minimum share capital of MAD300,000 or MAD3 million if its shares are traded on the stock exchange. Contributions can be made in cash ( numéraire ) or in kind ( en nature ). Contributions in kind are subject to a specific appraisal procedure by an independent appraiser.
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