MOROCCO Law and Practice Contributed by: Loris Marghieri, Dounia El Aissaoui, Julien Nouchi and Mounia Larhrissi, Gide Loyrette Nouel
2.4 Real Estate Due Diligence With respect to legal matters, real estate due diligence generally includes the following: • title and encumbrances: to confirm the seller’s valid and full ownership and ensure the title is free and clear from any liens or encumbrances such as mortgages, preventa - tive seizure, etc; • construction matters: reviewing building permits, permit to inhabit or compliance certificate, guarantees and related insurance coverage; • third-party rights: assessing any rights held by third parties that may affect the property; • rental situation: verifying the rental status of the property; • contracts relating to the property: examining any existing contracts tied to the property; • corporate matters: comprehensive corporate due diligence, which must be conducted if the asset is acquired through a share deal; and • litigation: reviewing documentation related to any ongoing litigation. Buyers conduct due diligence by systematically reviewing key areas, often with legal, financial and technical experts, to identify any hidden risks or liabilities related to the property. 2.5 Typical Representations and Warranties The following guarantees are mandated by stat - utory law for the seller, and may be extended or limited by the parties: • a guarantee of eviction: protects the buyer against any restriction on the use of the prop - erty, whether imposed by the seller or by any third parties claiming rights over the property; and
(a) privileged liens; (b) mortgages; and (c) antichresis.
2.2 Laws Applicable to Transfer of Title Besides the general rules of contract law related to sale and purchase agreements, the transfer of private registered property is governed by spe - cific legislation, such as: • Law No 39-08 forming the Real Property Code; • Law No 14-07 amending and supplementing the Dahir of 12 August 1913 on land titling; and • Law No 107-12 amending Law No 44-00 on off-plan sales. Furthermore, specific laws apply to the transfer of certain types of real estate (land belonging to the private state domain, collective lands, indi - vidual property of unregistered land (moulkiya), agricultural land, etc). No specific provisions apply to the industrial, office or retail sectors. 2.3 Effecting Lawful and Proper Transfer of Title Under Moroccan law, ownership of registered land transfers only when the notarised deed of sale is officially registered with the Land Regis - try. This process ensures the buyer’s rights are enforceable against third parties and nullifies any prior claims not recorded on the title deed. Additionally, Land Registry records are publicly accessible for a nominal fee of MAD100, provid - ing transparency in property transactions. Title insurance is rarely used in Morocco, as the reg - istration system itself offers legal certainty and protection.
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