Morocco Info
Joined: 23 Feb 2007
Posts: 14
Home Country: morocco
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 Posted: Tue Mar 13, 2007 9:10 am Post subject: DOING BUSINESS IN MOROCCO / MOROCCO BUSINESS GUIDE |
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DOING BUSINESS IN MOROCCO
STARTING A BUSINESS
STANDARDIZED COMPANY
Legal Form: Société à Responsabilité Limitée (SARL) - Limited Liability Company
Minimum Capital Requirement: 10,000
City: Casablanca
Registration Requirements:
Procedure 1. Obtain a certificat negatif which registers the company name at the Centre Regional d'Investissement (CRI)
Time to complete: 1 day
Cost to complete: MAD 150 (MAD 20 in stamps, MAD 30 for search, MAD 100 for certificate)
Procedure 2. Deposit paid-in capital in a bank and obtain an attestation de depot
Time to complete: 1 day
Cost to complete: no charge
Comment: The capital remains frozen until the company formation is complete. File a copy of by-laws, a certificat negatif with bank
Procedure 3. Legalise statutes at Mayor's office ("Commune")
Time to complete: 1 day
Cost to complete: MAD 20/page + MAD 10
Comment: The Mayor's office verifies the identity of the person signing the document.
Procedure 4. File documents with CRI to register with the Ministry of Finance for "patente" tax, with the Tribunal of Commerce, and for social security and taxation
Time to complete: 7 days for registration, 30 days for publication
Cost to complete: MAD 1,350 = MAD 1,000 (0.5% of capital, at least MAD 1,000) + MAD 150 (register fees for three copies of Declaration of Conformity) + MAD 200 (stamp cost, DH20 per page, assume 10 pages)
Comment: The applicant downloads a single registration form from the Internet ("Formulaire Unique Declaration de Creation d'Entreprise").
Along with the completed form the applicant files the following documents: 4 copies of certificat negative, 2 copies of attestation de depot, 6 copies of signed company statutes, 2 copies of lease contract of the property rented for premises, 3 copies of identification of managers, 2 copies of Declaration of Conformity, 2 copies of the notice to be published in the legal newspaper and in the Official Gazette. At the same time, the applicant pays the registration tax and fees.
The CRI then centralises all the following procedures:
- deposit of bylaws and registration at the Tribunal of Commerce and Company Registrar
- "patente" tax number
- two publications in a legal journal and the official bulletin (When handing in the form and all the documents, the entrepreneur includes the text for both of these publications. The CRI does the rest). Publication in the Official Gazette takes 30 days, however: a receipt from submitting the publication is enough for filing with the Tribunal.
- Declaration of fiscal existence
- Social security affiliation
The entrepreneur only has to wait for about 1 week and then receives the patente, fiscal ID, commercial registration certificate and CNSS registration (social security).
Procedure 5. Prepare declaration for the labour inspector (Ministry of Labour)
Time to complete: 1 day
Cost to complete: no charge
Comment: File a letter of solicitation, a copy of patente, and a copy of the by-laws. Also file another application letter (for the second type authorisation), a map of the establishment, installations, fire controls, waste treatment, etc. The Economic Office of the Prefecture assesses the security and health conditions, as well as potential environment effects, of the new company. The procedure can also be done at the CRI.
Procedure 6. Make company stamp
Time to complete: 1 day
Cost to complete: MAD 200
FORMS OF BUSINESS ORGANISATION
The various forms of business enterprises in Morocco are:
· Share companies : the stock company (SA), the limited liability company (SARL) and the limited company with shares
· Partnerships
· Entities with specific regulations : investment companies, co-operative societies, consumer co-operative and friendly societies
Besides the sole partnership, the SA and the SARL are the two most widely used types of commercial companies in Morocco.
The Stock Company (SA)
The corporation is a commercial company in which the partners are called shareholders due to a right represented by negotiable stocks or shares, and are only liable up to the extent of their contribution. In return, a new law of 17 October 1996 regulates stock companies. This law applies to all stock companies established on or after 17 October 1996.
Companies established prior to that date have until 1 January 2000 to comply with the provisions of the new law. Under the new law, an SA must have paid-in capital of at least DH 300,000 (Dh 3 million for "publicly traded companies") and at least five shareholders which can be either legal entities or individuals. The maximum number of shareholders is unlimited. It can be incorporated only after the capital is entirely subscribed. The minimum nominal value of the shares is DH 100.
All stock companies must appoint at least one statutory auditor. The new law on stock companies, published in October 1996, requires the auditor to express an opinion on the annual accounts.
The Limited Liability Company (SARL)
The limited liability company is halfway between partnerships and share companies. Small entities generally adopt this form, in part because the rules governing the formation and operations of limited liability companies are less stringent than those that regulate stock companies. The shareholders are only liable up to the amount of their contribution.
A new law of 1 May 1997 regulates the SARL established on or after 1 May 1997. Companies established before this date are granted a transitional period until January 2000 to comply with the new regulations. Under the new law, a SARL must have paid-in capital of at least DH 100,000 and may have between 1 and 50 shareholders. If the number of partners of a SARL grows to exceed 50, the company must be converted to a stock company. The articles of limited liability companies specify the rules governing transfers of shares. A majority of shareholders, generally 75%, is required to approve the transfer of shares to a third party. The limited liability company must appoint at least one statutory auditor.
TAXATION
In March 1984, King Hassan II announced that Moroccan farmers would be exempt from taxation until the year 2000, in order to help them recover from the effects of the drought of the early 1980s.
The professional profits and gains tax, at 35% since 1 January 1996 (except for insurance and banking institutions taxed at the previous rate of 39.6%), is the most important tax in Morocco, and can be assessed on either annual turnover or on net annual profits. The minimum tax in 2002 was 0.5% of turnover or 1,500 Dirhams (about $162), whichever was greater. Nonresident companies under contractual arrangements can opt for an alternative tax amounting to 8% of their contracts. The capital gains are taxed at 35%. Dividends are subject to 10% withholding which can be used as a tax credit. Branches of foreign companies are subject to the same taxes as Moroccan companies.
All wage earners are liable to a progressive tax on salaries, remunerations, and allowances under the General Income Tax (IGR) which in 2002 had five tax bands, 0% (up to 20,000 Dirham or about $2,164 per year), 13%, 21%, 35% and 44% (on the increment of income above 60,000 Dirham or about $6,500 per year). There are several types of deductions that can be applied in calculating an individual's taxable base income. There are also social security taxes and supplementary taxes on professional and rental income.
The main indirect tax is Morocco's value-added tax with a standard rate of 20%, but with various reduced rates from 7% to 14% for more basic goods and services. As of 1 July 2001 imported barley was exempted from VAT. |
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