Support for e-creation
The negative certificate application
The application form for the negative certificate is available online at:
www.nc.directentreprise.ma
Required documents:
A copy of the national identity card
Fee: ~ MAD148
Drawing up the Articles of Association
The Articles of Association set out the company’s operating rules.
The Articles of Association must also be accompanied by the lease or domiciliation contract in three copies.
Authentication
The three copies must be authenticated:
The Articles of Association
The lease or domiciliation contract
Registration formalities
Registration formalities must be completed at the tax office or online at http://tax.gov.ma
Articles of Association (free service)
The three lease contracts or
Domiciliation
From MAD 260
Application for the professional tax (trading licence)
The professional tax should be requested from the tax authorities.
Required elements:
– Copy of registered Articles of Association
– Copy of the negative certificate (valid for three months)
– Copy of registered lease or domiciliation contract
– Copy of manager’s national identification card
– Copy of diploma (if activity is regulated)
– Form (Model AAC050F-131)
– Filing the application
Application for the Trade Register
You must apply to the Commercial Court for the Trade Register.
Required documents:
– Make an appointment at:
www.mahakim.ma
– Original copy of the Articles of Association + copy
– Original copy of the lease contract + copy
– Original copy of the trading licence + copy
– The negative certificate
– Copy of the national identification card
Membership in the CNSS (National social security fund)
To register with the CNSS, you must submit the following documents to your local branch:
– Copy of the Articles of Association
– Copy of lease contract
– The negative certificate
– Copy of the national identification card
– Copy of the trading licence
– Number of the Trade Register
– Copy of diploma (if activity is regulated)
Publication in the Official Gazette
The final step in the process of establishing your business is the publication in the Official Gazette. This can be done online at
www.annonceslegales.gov.ma
Fees:
– Setting up a public limited company: MAD 950
– Setting up a general partnership/ limited partnership/ partnership limited by shares/ limited Liability Company/ joint venture partnership: MAD 400
Criteria to be met according to the company’s legal form
Minimum number of partners: N/A
Maximum number of partners: N/A
Minimum share capital: N/A
Liability for company debts: Indeterminate
Taxation: Income tax
Sale of shares: Free
Company management: Entrepreneur
Decision-making: N/A
Company control: N/A
Minimum number of partners: 2 associates
Maximum number of partners: No maximum
Minimum share capital: MAD 0
Liability for company debts: Partners are indefinitely, jointly and severally liable for the company’s debts
Taxation: Income tax or corporate tax
Sale of shares: Consent of all partners
Company management: All partners
Decision-making: Unanimous
Company control: All partners
Minimum number of partners: 2 partners
Maximum number of partners: No maximum
Minimum share capital: MAD 0
Liability for company debts: Limited and joint and several
Taxation:
– Income tax
– Corporate tax
Sale of shares: Consent of all partners
Company management: All partners are managers unless otherwise stipulated in the Articles of Association
Decision-making:
– Majority set by the Articles of Association
– Unanimous for certain decisions
Company control:
– Audits: twice a year
– Approval of financial statements
– Appointment of a statutory auditor under certain conditions
Minimum number of partners: 2 (1 for a limited liability company with a single shareholder)
Maximum number of partners: 50
Minimum share capital: partners are free to set the amount of share capital.
Liability for company debts: limited to the amount of capital contributed.
Taxation: corporate tax
Sale of shares: Consent of the majority of partners holding ¾ of the shares.
Company management: One or more managers (must be natural persons)
Decision-making:
– Ordinary decisions: majority of shares
– Extraordinary decisions: ¾ of shares
Company control:
– Audits: twice a year
– Approval of financial statements
– Appointment of a statutory auditor under certain conditions
Minimum number of partners: 1 general partner + 1 limited partner
Maximum number of partners: No maximum
Minimum share capital: MAD 0
Liability for company debts:
– General partners are indefinitely, jointly and severally liable
– Limited liability for limited partners
Taxation:
– Income tax
– Corporate tax
Sale of shares: Consent of all general partners and a majority of limited partners in terms of number and capital.
Company management: All general partners are managers unless otherwise stipulated in the Articles of Association.
Decision-making:
– Ordinary decisions: majority set by the Articles of Association
– Extraordinary decisions: unanimity of general partners and a majority of limited partners in terms of number and capital
Company control:
– Audits: twice a year
– Approval of financial statements
– Appointment of a statutory auditor under certain conditions
Minimum number of partners: 1 general partner + 3 limited partners
Maximum number of partners: No maximum
Minimum share capital: MAD 0
Liability for company debts:
– General partners are indefinitely, jointly and severally liable
– Limited liability for limited partners
Taxation: Corporate tax
Sale of shares: Consent of all general partners and a majority of limited partners in terms of number and capital.
Company management: All general partners are managers unless otherwise stipulated in the Articles of Association.
Decision-making:
Ordinary decisions: majority set by the Articles of Association
Extraordinary decisions: unanimity of general partners and a majority of limited partners in terms of number and capital
Company control:
– Audits: twice a year
– Approval of financial statements
– Appointment of a statutory auditor under certain conditions
Minimum number of shareholders: 5 shareholders
Maximum number of shareholders: No maximum
Minimum share capital: MAD 300,000.00
Liability for company debts: Limited to the amount of shares contributed.
Taxation: Corporate tax
Sale of shares: Shares are freely marketable
Company management: CEO, Chairman, Board of Directors or Management Board and Supervisory Board
Decision-making: Majority
Company control: Mandatory appointment of one or more Statutory Auditors
