MOROCCO Law and Practice Contributed by: Loris Marghieri, Dounia El Aissaoui, Julien Nouchi and Mounia Larhrissi, Gide Loyrette Nouel
SAS The minimum share capital requirement for a simplified joint stock company is not specified by Moroccan legislation. SARL A limited liability company is not required to have a minimum share capital. Contributions must be provided in kind or in cash, it being specified that contributions in kind must undergo specific valuation process conducted by an independent appraiser. SCI A minimum share capital of MAD1 is required for a real estate civil company. Contributions can be made in cash or in kind, or may consist of technical skills. 5.5 Applicable Governance Requirements SA An SA may have either (i) a board of directors, or (ii) a management board and a supervisory board. The CEO is responsible for the day-to- day management of the SA and has the broadest powers and authority to represent the company before third parties. SAS An SAS is primarily governed by the provisions set forth in its articles of association, which pro - vide substantial flexibility in determining its gov - ernance structure. As such, the governance of an SAS is largely free and customisable, allowing shareholders to tailor management and opera - tional procedures according to their specific needs and preferences. SARL An SARL is managed by at least one manager, who must be an individual and who has the
broadest power and authority to represent the company before third parties, except for matters legally restricted to shareholders. SCI An SCI is managed by at least one manager, who must be a shareholder of the company (if the articles of association of the company do not specify 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 An SARL must appoint statutory auditors only if its annual turnover exceeds MAD50 million. An 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.
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