MOROCCO Law and Practice Contributed by: Loris Marghieri, Dounia El Aissaoui and Julien Nouchi, Gide Loyrette Nouel
6. Commercial Leases 6.1 Types of Arrangements Allowing the Use of Real Estate for a Limited Period of Time In Morocco, several arrangements provide for a person, company or organisation to stay in a property for a limited period of time without having to buy it. The main types of arrangement are the lease agreement, the usufruct, the com- modat (a free lease agreement for the use of the property) and, in relation to private state land, the authorisation to temporarily occupy publicly owned land. 6.2 Types of Commercial Leases Aside from the general rules governing leases, as laid down by the Code of Obligations and Contracts regulating the general rules of con - tract law (as amended from time to time), Moroc - can legislation has enacted two specific laws governing commercial leases and professional and residential leases. The Dahir No 1-13-111 dated 19 November 2013 promulgating Law No 67-12 governs con - tractual relations between tenants and landlords for residential or professional premises. The pro - fessional lease mostly applies to liberal profes - sionals not practising any commercial, industrial or handicraft activities. The commercial lease is regulated by the Dahir No 1-16-99 dated 18 July 2016, promulgating Law No 49-16, which sets out a complete list of situations in which it applies. A commercial lease must be granted by the landlord in accordance with Law No 49-16 for: • premises or buildings in which a business ( fonds de commerce ) is operated;
the articles of association of the company do not mention this point, all the shareholders have the powers and authority to manage the company). 5.6 Annual Entity Maintenance and Accounting Compliance SA An SA must appoint at least one statutory audi - tor (two if the company is listed), and is required to file its accounts annually. These accounts must be certified by the statutory auditors who file them with the tax authorities, to which are added the statutory auditors’ fees for the certifi - cation of the annual accounts. Then, these certi - fied financial statements are closed by the board of directors and approved by the shareholders’ meeting before being filed with the trade registry (costs of MAD50). SAS In an SAS, there is no legal obligation to appoint statutory auditors unless the company’s annual turnover (excluding VAT) exceeds an amount set by decree (it being specified that this decree has not yet been promulgated). An SAS is also required to file its annual accounts, duly approved by its president, with the local tax authorities and the trade registry. SARL A SARL must appoint statutory auditors only if its annual turnover exceeds MAD50 million. A SARL’s annual accounts must also be filed, after being duly approved by its shareholder(s), with the local tax authorities and the trade registry. SCI There is no requirement to appoint a statutory auditor in an SCI, nor to file annual accounts.
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