MOROCCO Law and Practice Contributed by: Loris Marghieri, Dounia El Aissaoui, Julien Nouchi and Mounia Larhrissi, Gide Loyrette Nouel
Decree No 2-23-100, effective 22 October 2024, implements Law No 31-18 to regulate SCI in Morocco, curb disguised commercial activities and enhance transparency. It imposes strict requirements on (i) formalising SCI constitution via a new Real Estate Civil Companies register, (ii) controlling SCI activities, and (iii) ensuring manager and partner accountability. Existing SCIs have one year to comply, with sanctions for non-compliance. 5.3 REITs REITs are commonly available in Morocco. There are two different forms of OPCI: • a real estate investment trust ( fonds de place - ment immobilier – FPI) organised in the form of a co-ownership without legal personality; and • a real estate investment company ( société de placement immobilier – SPI) organised as a joint stock company. In both cases, their purpose is the construction or acquisition of buildings exclusively for rental purposes, which they hold directly or indirectly, as well as all operations necessary for their use or resale. Furthermore, OPCIs can be classified into two categories: • publicly open OPCIs, in which any investor may participate; and • OPCIs with simplified operational rules (OPCI- RFA), reserved for qualified investors. OPCIs are open to foreign investors, with assets allowed in free zones or abroad, denominated in foreign currency or under foreign laws, subject to foreign exchange regulations. However, the
OPCI management company must be based 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 aiming at a certain neutrality of the vehicle. 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 or in kind. Contributions in kind are subject to a specific valuation process conducted by an independ - ent appraiser.
715 CHAMBERS.COM
Powered by FlippingBook