MOROCCO Law and Practice Contributed by: Loris Marghieri, Dounia El Aissaoui, Julien Nouchi and Mounia Larhrissi, Gide Loyrette Nouel
2.10 Taxes Applicable to a Transaction Asset Deals For asset deals, the following taxes and fees apply: • notary public fees, which are typically around 1% of the purchase price and usually paid by the purchaser; • registration duties with the tax administra - tion, which arepaid by the purchaser within 30 days of the execution date of the purchase agreement and calculated as follows: (a) 5% of the purchase price (for bare land or buildings intended for demolition); or (b) 4% of the purchase price for constructed buildings (regardless of their use, ie, housing, commercial, industrial, etc); and • registration fees with the Land Registry, amounting to 1.5% of the purchase price, which are required to register the deed of sale and update the Land Register, and also paid by the purchaser within three months from the deed of sale execution date (once the deed is duly registered with the tax adminis - tration). Share Deals If a target company in a share deal qualifies as “real estate company” , the share transfer is sub- ject to a 6% registration duty, calculated on the purchase price and payable to the tax admin - istration. A real estate company is defined as one whose gross assets consist of at least 50% real estate assets (including shares in other real estate companies), assessed at the start of the financial year in which the sale occurs. Proper - ties used for the company’s own commercial, industrial or other activities are excluded from this threshold, but ongoing constructions are included.
If the target is not a real estate company, the share purchase agreement must still be regis - tered with the tax authorities but is exempt from registration duties. However, late registration may incur penalties of up to MAD100,000. The purchase of shares in a real estate com - pany does not incur notary public fees, as the deed does not require authentication, nor does it require Land Registry registration fees, as prop - erty ownership remains unchanged. 2.11 Legal Restrictions on Foreign Investors Apart from some industries – including agricul - ture, fishing, audiovisual media, banking and insurance – there are generally no limitations on foreign investors buying real estate (either directly or indirectly through the purchase of a company holding real estate assets). However, specific regulations apply to agricul - tural land, distinguishing between purchase for agricultural and non-agricultural uses. Agricultural Use Before the reform under Law No 62-19, Law No 1-73-645 of 23 April 1975 prohibited foreign individuals, legal entities, and companies with non-Moroccan shareholders from purchasing agricultural land outside urban areas for agri - cultural use. Law No 62-19 now allows joint stock compa - nies and limited liability partnerships, regard - less of foreign ownership, to acquire such land. However, this is subject to prior approval by the unified regional investment commission and the signing of a specific sale and purchase agree - ment, for which the official template has yet to be published.
709 CHAMBERS.COM
Powered by FlippingBook