MOROCCO Law and Practice Contributed by: Loris Marghieri, Dounia El Aissaoui, Julien Nouchi and Mounia Larhrissi, Gide Loyrette Nouel
The finance bill for 2023 introduced changes to CIT rates, aiming for a standard flat rate of 20% for most companies starting from financial years beginning in or after January 2026. How - ever, exceptions apply: companies with profits exceeding MAD100 million will be subject to a 35% CIT rate, while licensed banks and insur - ance companies will continue to pay a CIT rate of 40%. The following rates are applicable (or will be applicable) apply to the net income (including rental income) as outlined below: • under MAD300,000 – 17.5% in 2025 and 20% in 2026 (and beyond); • between MAD300,000 and MAD1 million – 20% in 2025 (and beyond); • between MAD1 million and MAD100 mil - lion – 22.75% in 2025 and 20% in 2026 (and beyond); and • over MAD100 million – 34% in 2025 and 35% in 2026 (and beyond). Joint Stock Company (SA) A joint stock company ( société anonyme , or SA) is a form of limited liability company in which each shareholder’s liability is, in principle, limited to the amount of their contributions to the com - pany. An SA requires a minimum of five share - holders. Unless the company’s articles of association impose specific restrictions – such as a tempo - rary lock-up period or a prior approval clause for share transfers – shares in an SA are generally freely transferable. Simplified Joint Stock Company (SAS) A simplified joint stock company ( société par actions simplifiée , or SAS) is a flexible corpo - rate structure well-suited for companies with
high growth potential. Unlike an SA, an SAS’s shares cannot be listed on the stock exchange. An SAS can be formed by one or more share - holders, which may be either individuals or legal entities. Shareholder liability is limited to the amount of their respective contributions. The shares are generally freely transferable unless restrictions are included in the company’s arti - cles of association. If a lock-up clause is estab - lished, Moroccan law provides that the 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 the société à responsabilité limitée (SARL). This type of company can be formed with a single shareholder, in which case it is referred to as a sole shareholder limited liability company (SARLAU), or with up to 50 sharehold - ers. Each shareholder’s liability is limited to their individual share contributions. The SARL is a popular choice for small and medium-sized enterprises due to its simplified management structure and fewer regulatory requirements compared to an SA. However, unlike an SA, an SARL cannot be listed on a stock exchange and is not permitted to issue preference shares or securities that are convert - ible into shares (such as convertible bonds). Real Estate Civil Company (SCI) A real estate civil company ( société civile immo - bilière , or SCI) is a civil company whose purpose is to hold real estate assets. As a civil company, an SCI is not permitted to engage in commercial or trading activities. The shareholders are indefi - nitely liable for the company debts, in proportion to the shares they hold in the share capital.
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