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Doing Business in Morocco: Overview
Practical Law Country Q&A 9-518-1029 (Approx. 29 pages)
Doing Business in Morocco: Overview
by Wacef Bentaibi, Simon Auquier Chloé Joachim de Larivière, Loris Marghieri, Gide Loyrette Nouel
| Law stated as at 01 Nov 2021 • Morocco |
A Q&A guide to doing business in Morocco.
This Q&A gives an overview of key recent developments affecting doing business in Morocco as well as an introduction to the legal system; foreign investment, including restrictions, currency regulations and incentives; and business vehicles and their relevant restrictions and liabilities. The article also summarises the laws regulating employment relationships, including redundancies and mass layoffs, and provides short overviews on competition law; data protection; and product liability and safety. In addition, there are comprehensive summaries on taxation and tax residency; and intellectual property rights over patents, trade marks, registered and unregistered designs.
Overview
Economy
Significant social and economic progress have been achieved over the last two decades, due to large public investments and structural reforms. The Moroccan economy is characterised by macroeconomic stability and low levels of inflation, thanks to exports, private investment and tourism.
The 2019 novel coronavirus disease (COVID-19) pandemic has pushed the economy into a severe recession. However, according to the International Monetary Fund, GDP growth will reach 4.5% in 2021 and 3.9% in 2022.
Dominant Industries
The main sectors of the Moroccan economy are, historically, natural resources (phosphates), agriculture, fishing, textiles, leather goods, food processing and tourism. There is strong development in emerging sectors like renewable energy, electronic assembly, automotive, aeronautic manufacturing and off-shoring.
Population and Language
The population of Morocco is 37.13 million.
The official languages of Morocco are Modern Arabic and Amazigh (Berber). Moroccan Arabic (Darija) is the spoken native language. French is widely spoken. Spanish and English are also used.
Business Culture
The Moroccan Labour Code sets the regular working hours at a maximum of 10 hours per day. In practice, the working hours are as follows:
- For private companies: 8 am to 12 pm and 2 pm to 6 pm.
- For public sector organisations and banks: 9 am to 4 pm.
There are around 15 public holidays per year.
Key Business and Economic Events
The health crisis triggered by COVID-19 pushed the Moroccan economy into a deep recession in 2020, and several sectors have been particularly hit by the crisis (among them, hospitality, tourism and local exporting industries).
However, the Kingdom of Morocco's quick reaction to the outbreak of COVID-19, both at the health and economic levels, helped in mitigating the economic disruption caused by the virus, and its social and economic consequences.
Political Events
The latest Moroccan parliamentary, municipal and regional elections were held in September 2021 with a threefold victory of the National Rally of Independents (RNI) led by Aziz Akhannouch, against the Islamist Justice and Development Party (PJD), which had led the government over the previous two legislative terms.
Aziz Akhannouch, appointed as new prime minister, formed a coalition with the liberal PAM and the conservative Istiqlal parties giving them a comfortable majority in Parliament to pass legislation, notably to implement the "New Development Model" (le Nouveau Modèle de Développement) which aims at reducing inequality, cutting poverty and fostering growth to doubling the GDP per capita by 2035.
New Legislation
The key recent legal changes affecting doing business in Morocco are:
- Enactment of Law no. 49-16 dated 16 August 2016 amending the legal framework applicable to commercial leases.
- Introduction of Moroccan real estate investment trusts (organismes de placement collectif immobilier) by Law no. 70-14 dated 19 September 2016.
- Enactment of Law no. 73-17 (dated 23 April 2018) amending the provisions of the Moroccan Commercial Code on insolvency and bankruptcy proceedings.
- Enactment of Law no. 87-17 (dated 6 August 2018) amending Law no.13-99 (establishing the Moroccan Industrial and Commercial Property Office) which introduced the digitalisation of company creation processes.
- Enactment of Law no. 20-19 (dated 26 April 2019) amending Law no. 17-95 on joint stock companies (sociétés anonymes) and enactment of Law no. 21-19 (dated 26 April 2019) amending Law no. 5-96 on limited liability companies (société à responsabilité limitée).
- Reform of the legal framework applicable to securities over movable assets (sûretés mobilières) introduced by Law no. 21-18 dated 22 April 2019.
- Issuance of a new General Instruction on Foreign Exchange Operations (Instruction Générale des Opérations de Changes) by the Moroccan Foreign Exchange Office on 1 January 2020.
- Enactment of Law no. 19-20 (dated 22 July 2021) amending Law no. 17-95 on joint stock companies (sociétés anonymes) and Law no. 5-96 on limited liability companies (société à responsabilité limitée).
- Enactment of Law no. 46-18 amending Law no. 86-12 on public-private partnership agreements.
- Enactment of Law no. 57-19 relating to the regime of the real estate of the regional and local authorities.
- Enactment of Law no. 62-19 amending Law no. 1-73-645 on the acquisition of agricultural property.
Foreign Investment
There are generally no limitations on foreign investment, irrespective of the type of company, except in certain specific business sectors including fishery, media, military armament, banking and insurance.
There is no distinction between national and foreign investments, except that foreign exchange regulations regulate foreign investors' ability to repatriate their investment capital and proceeds deriving from capital and dividends. Investment loans to a Moroccan corporate entity are also subject to foreign exchange regulations.
Foreign investments are governed by the provisions of:
- The Investment Charter (promulgated by Law no. 18-95 dated 3 October 1995), which simplifies and harmonises the incentives for investments.
- Decree no. 2-00-895 of 31 January 2001 and Decree no. 2-04-847 of 22 October 2004 (issued for the application of Articles 17 and 19 of the Investment Charter).
- Annual Finance Laws.
- The General Instruction and circulars of the Foreign Exchange Office (the last instruction currently in force is that issued by the Moroccan Foreign Exchange Office on 1 January 2020).
5. Are there any restrictions or prohibitions on doing business with certain countries, jurisdictions, entities, organisations or individuals?
6. Are there any exchange control or currency regulations or any registration requirements under anti-money laundering laws?
Exchange control and currency regulations are governed by the provisions of the General Instruction and various circulars and notes of both the Foreign Exchange Office and Moroccan Central Bank (see Question 4).
Law no. 43-05 on the fight against money laundering requires licensed financial institutions to carry out customer due diligence, and in particular investigations on the source of the funds transferred to a given account.
Article 3 of Law no. 43-05 further provides that licensed financial institutions must:
- Collect any piece of information which allows them to determine and verify the identity of their regular or occasional customers and the beneficial owners.
- Confirm the identity of the instructing party (donneur d'ordre) and investigate the source of the funds.
- Pay particular attention to operations carried out by a person from a country with a high level of risk relating to anti-money laundering or terrorist financing.
In case of doubt (including when the identity of the instructing party is uncertain), licensed financial institutions must provide the relevant authorities with a suspicion statement.
Foreign investors can benefit from incentive programs or measures (such as loans and financing guarantees, subsidies, and specific tax incentives) provided by the governmental authorities. Their availability depends, among other factors, on the:
- Characteristics of the contemplated project in Morocco.
- Location of the project.
- Amount of the investment made in Morocco.
- Line of business or sector of investment.
- Technology transfer.
- Number of jobs created.
Parts of the incentive programmes are governed by the Investment Charter (see Question 4).
There are also general incentives which apply regardless of the investor's nationality (such as free export zones, export transactions and financial activities).
Moroccan law provides for the following derogated regimes:
- Law no. 19-94 on export processing zones.
- Offshore Financial Centre created by Law no. 58-90 for banking and holding activities, with foreign exchange derogations. However, the 2019 Finance Law removed all the tax advantages resulting from the offshore financial regime.
- Casablanca Finance City, governed by Law no. 44-10 and its implementing decree no. 2-11-323, opened to financial or non-financial companies operating regionally or internationally. This provides for tax and foreign exchange derogations.
Business Vehicles
The most common form of business vehicles used in Morocco are:
- The joint stock company (société anonyme) (SA), a company in which the liability of each shareholder is, in principle, limited to the amount of its contributions to the company. A joint stock company must comprise at least five shareholders, with a share capital of at least MAD300,000. The shares issued by a joint stock company are freely transferable unless otherwise provided in the company's articles of association.
- The limited liability company (société à responsabilité limitée) (SARL). This can be incorporated with a sole shareholder (in which case the company is a limited liability company with a single shareholder (SARLAU)) and can have up to 50 shareholders. There is no minimum share capital requirement. The SARL is often used for smaller businesses, especially because of its lighter and simpler management organisation and process. In contrast with a joint stock company, a SARL cannot be listed on a stock exchange and cannot issue preferred shares or debt or equity securities convertible into shares.
Also, Law no 19-20 (dated 22 July 2021 and amending Law no. 17-95 on joint stock companies and Law no. 5-96 on limited liability companies) introduced a new corporate form, the simplified stock company (société par action simplifiée (SAS)), which should be appealing to foreign investors. This new SAS aims at:
- Replacing the former "simplified joint stock company".
- Removing all the restrictions previously applicable to the "simplified joint stock company".
The new SAS may be comprised of one single shareholder (a legal entity or an individual) with no share capital requirement applicable to its shareholder(s) and allows the broadest flexibility in terms of the organisation/corporate governance rules of the company.
To a lesser extent, a real estate civil company (société civile immobilière) (SCI) can also be encountered.
9. What are the main formation, registration and reporting requirements for the most common corporate business vehicle used by foreign companies in your jurisdiction?
Registration and Formation
The company must be registered with the local Trade Registry (Registre du commerce) and with the tax authorities. The incorporation file must include, among other things:
- A name reservation certificate (certificat négatif) obtained from the Moroccan Office for the Protection of Industrial and Commercial Property (evidencing that the contemplated corporate name is available and not already used).
- A lease or a title deed (with respect to the registered office of the company).
- Information on the members of the management bodies of the company (copy of ID cards or passport).
- The articles of association of the company duly executed and certified by the shareholders, detailing among other things: the identity of the shareholders, share capital of the company, corporate form and name, and registered office.
- A copy of the corporate documents appointing the company's first members of the corporate bodies (if not already appointed in the articles of association).
In practice, the incorporation documentation must be filed with the Regional Investment Centre (Centre Régional d'Investissement) (CRI), which acts as a one-stop shop dedicated to the incorporation of companies and enabling companies to register simultaneously with:
- The Trade Registry.
- The tax authorities (registrations for corporate tax, value added tax (VAT) and professional tax identification).
- The National Social Security Fund (Caisse Nationale de Sécurité Sociale) (CNSS).
It usually takes two to three weeks from the filing of the incorporation documentation for the company to be formally registered.
Reporting Requirements
The annual accounts and management report of a duly incorporated company must be filed every year with the Trade Registry within six months of the end of the fiscal year. They must also be filed within:
- 30 days of the ordinary shareholders' meeting, for a limited liability company.
- 60 days of the ordinary shareholders' meeting, for a joint stock company.
If the annual accounts have not been approved, a copy of the minutes of the meeting must be filed.
There are several reporting requirements to the Trade Registry, like filing:
- Approval of the annual accounts.
- Financial statements.
- Management reports.
- Auditors' reports on the financial statements.
The financial statements must also be filed with the tax authorities no later than three months after the end of the financial year.
Share Capital
For joint stock companies, the minimum share capital required is MAD 300,000. For listed companies, it is MAD3 million.
There is no maximum share capital.
There is no minimum share capital for limited liability companies.
Non-Cash Consideration
Shares can be issued for non-cash consideration (apports en nature), but the value must be assessed by an auditor and requires a specific procedure.
Rights Attaching to Shares
Restrictions on Rights Attaching to Shares. Restrictions on rights attaching to shares can be imposed by:
- Laws governing each form of company.
- The company's bye-laws.
- Shareholders' agreement.
Automatic Rights Attaching to Shares. These are set out in Law no. 17-95 relating to joint stock companies, and in the company bye-laws. Automatic rights include, for example, voting rights and dividend rights.
10. What is the standard management structure and key liability issues for the most common form of corporate business vehicle used by foreign companies in your jurisdiction?
Management Structure
For joint stock companies, there are two types of management structure:
- Joint stock company with a board of directors (conseil d'administration), which has the following characteristics:
- a minimum of three and maximum of 12 board members appointed by the ordinary shareholders' meeting;
- directors must be shareholders (in practice, nominees holding one single share);
- the board appoints a chairman of the board of directors and a chief executive officer (CEO) or one single individual as chairman-CEO (président directeur général). The CEO does not have to be a shareholder or a board member. The chairman must be a director (and must therefore hold at least one share); and
- the board can also appoint one or several individuals as deputy-CEO (directeurs généraux délégués).
- Joint stock company with a management board (directoire) and supervisory board (conseil de surveillance), which has the following characteristics:
- the management board consists of a maximum of five members (individuals) appointed by the supervisory board. The management board can be composed of a single person if the share capital is less than MAD1.5 million;
- the members of the management board do not have to be shareholders and can be employees of the company;
- the supervisory board consists of a minimum of three and maximum of 12 members appointed and removed by the ordinary shareholders' meeting. The members of the supervisory board must be shareholders (in practice, nominees holding a single share); and
- the supervisory board appoints from within its members a chairman and a vice chairman who must be individuals.
For limited liability companies, the company is managed by one or more individuals called managers (gérants), taking into account that the manager(s) are appointed by the shareholders.
The manager(s) are vested with the broadest powers to act in all circumstances on behalf of the company, subject to the powers that the law expressly confers on the shareholders. Also, the bye-laws or the shareholders may decide to limit the manager(s)' powers. However, it is specified that these limitations are not enforceable against third parties (except if it can be proven that these third-parties were aware of those limitations).
Management Restrictions
There are no restrictions on foreign managers, directors or officers, except in certain specific business sectors (for example, pharmaceutical or insurance).
Directors' and Officers' Liability
Managers/directors are liable in the event of any:
- Breach of statutory or regulatory provisions relating to joint stock companies.
- Breach of the company bye-laws.
- Acts of mismanagement (faute de gestion).
Criminal sanctions can be imposed on managers/directors in relation to a wide array of matters, including:
- Incorporation of the company.
- Management of the company
- The convening and organisation of the shareholders' general meetings.
- Changes in the share capital of the company.
- The issue of shares and other securities by the company.
Parent Company Liability
Parent companies and their subsidiaries are separate legal entities protected by their respective corporate veil. Therefore, a parent company is only liable in exceptional circumstances for damages caused by its subsidiary (for example, in a situation of fraudulent collusion between a parent company and its subsidiary).
Environment
11. What are the main environmental regulations and considerations that a business must take into account when setting up and doing business in your jurisdiction?
For the last several decades, the Kingdom of Morocco has prioritised environmental reform and sustainable development.
Framework Law no. 99-12 on the National Charter for the Environment and Sustainable Development dated 6 March 2014 lays the ground for a national policy for the protection of the environment. It establishes principles, rights, duties and obligations inherent to the environment and sustainable development (including the "polluter pays" principle).
Aside from the various laws and regulations governing environmental matters (including waste management and disposal, water, and air pollution control) there other regulations that should be taken into account when doing business in Morocco.
Environmental Acceptability Decision. Under Law no. 12-03, any project relating to an activity listed in the Appendix to Law no. 12-03, and more generally activities that may have an impact on the environment, must seek prior authorisation from the local authorities.
This authorisation is granted on the basis of both:
- An environmental impact study prepared by the promoter of the project, which is then reviewed by the national or regional committee on environmental impact studies.
- An environmental acceptability decision (decision d'acceptabilité environnementale) granted by the Ministry of Environment (Autorité Gouvernementale en Charge de l'Environnement).
Law no. 49-17 relating to environmental assessment has recently been published in the Official Gazette and should enter into force upon the publication of its implementation regulations. It provides that all projects which may have a negative impact on the environment are subject to an environmental impact assessment. This applies not just to new projects once the law has come into force, but also to projects carried out under Law 12-03 not subject to an environmental acceptability decision (for which no environmental impact assessment has been carried out).
Authorisations/Declaration of Regulated Facilities. A plan to open establishment facilities or projects, such as a development which is unhealthy, inconvenient or dangerous must either obtain a prior administrative authorisation or make a simple notification in advance to the municipal or local authorities (depending on the degree of nuisance and insalubriousness) (Dahir dated 7 September 1914 relating to insalubrious, inconvenient and dangerous facilities; viziriel order dated 13 October 1933 relating to the classification of such facilities).
Employment
The main provisions of Moroccan law governing labour issues are set out in the Labour Code (promulgated by Law no. 65-99) and industry-wide collective bargaining agreements (CBAs).
The main decrees and laws on labour are the following:
- Dahir dated 9 January 1946 relating to holidays.
- Dahir no. 1-60-223 dated 6 February 1963, relating to the compensation of work accidents and occupational diseases (as amended by Law no. 18-01 dated 23 July 2002).
- Law no. 02-03 relating to the entry and stay of foreigners in the Kingdom of Morocco, and to illegal emigration and immigration (promulgated by Dahir no. 1-03-196 dated 11 November 2003 (as completed by the provisions of Article 516 and 519 of the Labour Code).
- Decree no. 2.19.424 of 26th June 2019 on the increase of the minimum wage (set at MAD14.81 per hour and MAD2,828.71 per month on the basis of 191 hours per month).
These provisions also apply to Moroccan citizens working abroad if the employment contract is subject to Moroccan law, except for the applicable mandatory regulations of the country where the contract is executed and the work is performed.
For foreign employees in Morocco see Question 14.
For a Moroccan employee, a contract of employment does not have to be in writing, but the employer must provide the employee with a job card. The job card must mention, among other things:
- The name of the employer.
- The name of the employee.
- The employee's position.
- The employee's social security number.
(Decree no. 2-04-422 dated 29 December 2004.)
Where there is a written employment agreement, it is advisable that the signatures of the parties to the employment contract be certified by the relevant authorities (that is, the local municipality/city hall), otherwise its validity can be challenged by the employee.
The hiring of foreign employees is governed by Law no. 02-03 dated 11 November 2003 relating to the entry and stay of foreigners in the Kingdom of Morocco, illegal emigration and immigration, as completed by the provisions of Articles 516 to 519 of the Labour Code.
Any employer wishing to hire a foreign employee must obtain authorisation from the Ministry of Labour. Authorisation is granted as a visa stamped on the employment contract entered into by the employer with the foreign employee.
Employment contracts for foreigners must be entered into on the basis of the template issued by the Moroccan labour authorities (Labour Code).
If the authorisation is denied, the employer must bear the costs of sending the employee back to their country of origin or residence.
The date of the visa is the date on which the employment contract takes effect. Any amendment to the contract requires a new visa. Authorisation can be withdrawn at any time by the Ministry of Labour.
The employment agreement entered into with the foreign employee (on the basis of the template issued by the labour authorities) is the only document that is enforceable in Morocco in the case of litigation between employer and employee. Moroccan mandatory rules apply, regardless of any choice of foreign law and other contractual provisions.
15. Are employees entitled to management representation and/or to be consulted in relation to corporate transactions (such as changes in control, redundancies and disposals)?
The works council is the main employees' representative body. All companies employing at least 50 individuals must have a works council, which must be informed and consulted (its opinion being non-binding) on almost all major decisions, such as:
- Structural and technological changes in the company.
- The company's production strategy and means to increase its profitability.
- The development of social programmes for the benefit of the employees, and their implementation.
For companies employing at least ten individuals, employee representatives must be elected. Their role is to:
- Convey to the employer any individual grievance related to working conditions that has not been directly satisfied.
- File grievances with the labour inspector in the event that the disagreement between the employer and the employee persists.
Fixed-Term Contracts. Early termination of a fixed-term employment contract can be justified if there is:
- A serious breach of the contract.
- Disciplinary measures.
- A force majeure event.
Early termination of a fixed-term employment contract that is not justified on one of these grounds gives rise to an obligation to make a termination payment equal to the wages otherwise payable to the employee until the expiration of the agreed term of the employment contract (Article 33, Labour Code).
Indefinite-Term Contracts. The early termination of an indefinite-term employment contract by the employer or the employee must, unless justified by a serious breach of contract, allow for a pre-termination notice period (or a payment in lieu of notice), the duration of which is determined by the Labour Code (generally one to three months for employment of less than five years) (Article 34).
In addition to the pre-termination notice period, the termination of an indefinite-term employment contract by an employer (unless justified by a serious breach of the contract by the employee) gives the employee a right to a payment equal to:
- 96 hours of salary for each year (or portion of year) of the first five years of employment.
- 144 hours of salary for each year (or portion of year) from the sixth to the tenth year of employment.
- 192 hours of salary for each year (or portion of year) from the 11th to the 15th year of employment.
- 240 hours of salary for each year (or portion of year) above 15 years of employment.
(Article 53, Labour Code.)
Employees who deem termination of their employment to be abusive or without just cause can claim damages for abusive termination by filing a claim with the Court of First Instance within 90 days as of the termination date. Damages (if granted) are capped to one and a half months of salary per year (or portion of a year) of continuous employment, up to a maximum of 36 months' salary (damages are therefore capped after 24 years of employment).
Below is an example of a payment calculation:
- Basis of the Payment. Taking into consideration the salary paid to Mr X during the 52 weeks preceding the termination of the employment contract, assuming that this salary is the one stipulated in his employment contract and that he has received an incentive bonus in 2019 (all amounts in dirhams), the calculation would be as below.Gross salary: MAD627,972 (T1)Incentive bonus: MAD591,972 x 17% = MAD100,635.24 (T2)Average amount: (T1 + T2)/12 = MAD60,717.27
- Calculation of the Notice Period Payment. Taking into account that Mr X was hired on 1 January 2019 and dismissed on 30 October 2020, the notice period payment is two times the salary paid to Mr X for which the income tax and the social security contribution will be levied.MAD60,717.27 x 2 = MAD121,434.54
- Calculation of the Legal Payments. Number of hours of salary for the computation of this payment: 96 x 2 = 192 hoursSalary per hour: 60,717.27 / 190.7 = MAD318.39Legal severance payment: 192 = MAD61,130.88Damages for abusive dismissal: 60,717.27 x (2 x 1.5) = MAD182,151.81.As a result, the gross amount of dismissal payments will be: (1) + (2) + (3) = MAD364,717.23
Companies with more than ten employees which are contemplating collective redundancies for technological, structural or economical purposes, must:
- Inform and consult the works council (see Question 15).
- Implement a collective and concerted redundancy plan including redeployment measures.
Collective redundancies are subject to an administrative authorisation issued by the province or prefecture governor. However, in practice this authorisation is rarely granted (recently, this authorisation was granted to Royal Air Maroc for the collective dismissal of part of its employees).
Tax
Individual income tax is governed by the General Tax Code. The following individuals are liable to income tax in Morocco:
- Residents of Morocco (on all their global income, whether received in Morocco or abroad).
- Non-residents of Morocco (on all their Morocco-related income).
- Residents and non-residents, on income or profits that are taxable under the provisions of a double taxation treaty (see Question 27).
(Article 23, General Tax Code.)
Taxable employment income includes wages, salaries, termination payments pensions, and other fringe benefits (in kind or in cash) paid to employees (Article 56, General Tax Code).
A person is tax resident in Morocco when either:
- They have their habitual residence in Morocco.
- The centre of their economic interests is in Morocco.
- The total duration of their stay in Morocco over any period of 365 days exceeds 183 days.
(Tax Code.)
For a foreign employee, tax residency is determined by the definition of tax residency in any applicable double tax treaty signed by Morocco and the foreign employee's country.
19. What income tax, social security and other tax or contributions must be paid by the employee and the employer during the employment relationship?
Tax Resident Employees
Employment income is usually subject to individual income tax at progressive rates, the maximum ranging from 10% to 38%. The employee's share of social security contributions is 6.74% of their gross salary.
Non-Tax Resident Employees
Non-tax resident employees are subject to individual income tax under the same conditions as residents on their Morocco-source income, depending on the provisions of any applicable double tax treaty.
Employers
The employer's share of social security contributions is 12.11% (uncapped) and 8.98% (computed on a gross salary capped to MAD6,000 per month) of the gross salary.
Some specific provisions may apply in accordance with any bilateral social security agreement signed by Morocco (for example, that with France).
Tax Resident Business
Tax resident companies are those that are registered in Morocco or that are effectively managed and controlled in Morocco. Foreign companies with a permanent establishment in Morocco are also tax resident.
More generally, companies (whether incorporated in Morocco or not) are taxable in Morocco on all benefits and revenues derived from the goods they own, the activity they carry on and the lucrative operations they perform, in Morocco, even occasionally (Article 5, Moroccan Tax Code).
Non-Tax Resident Business
A non-tax resident company is subject to corporate income tax on Morocco-source income (see Question 21); for example, regarding real estate assets located in Morocco.
Due to territoriality rules, certain transactions performed in Morocco for the benefit of non-tax resident companies may be subject to VAT.
21. What are the main taxes that potentially apply to a business vehicle subject to tax in your jurisdiction?
Corporate Income Tax
Corporate income tax (CIT) is governed by the provisions of the General Tax Code and applies as follows (progressive scale):
- 10% CIT for the company's net profits amounting to a maximum of MAD300,000.
- 20% CIT for the company's net profits amounting to a minimum of MAD300,001 and a maximum of MAD1,000,000.
- 31% CIT for the company's net profits exceeding MAD1,000,000.
Banks, financial institutions and insurance companies are subject to flat CIT at a rate of 37%.
All companies must pay a minimum CIT of either (whichever is the greatest):
- CIT computed based on the above progressive scale.
- 0.5% of the annual turnover (due even in case of tax losses, with a minimum of MAD3,000), or 0.25% and 0.6% in certain circumstances.
All companies, whether resident in Morocco or not, are taxed on their benefits and revenues, which are:
- Derived from assets located in Morocco.
- Derived from activities and for-profit operations performed in Morocco, even occasionally.
- Taxable in Morocco under a double tax treaty (see Question 27).
(Article 5, General Tax Code.)
Companies carrying out an export activity benefit from a marginal rate capped to 20% (that is, it is capped when their net income exceeds MAD1,000,000).
VAT
VAT applies to all industrial, commercial or handicraft operations, the exercise of a liberal profession, and imports (Article 87, General Tax Code). The amount of VAT paid to the tax authorities can be set off against VAT paid by the relevant business during the relevant period.
The standard rate of VAT is 20% of the value of the goods sold or of the services performed. However, reduced rates (of 7%, 10% or 14%) apply to specific transactions.
Export of services and goods is VAT exempted. Services invoiced by a Moroccan resident which are used or exploited in Morocco are not considered an export of services and are subject to VAT at the rate of 20%.
Registration Duties
Certain transactions involving assets in Morocco are subject to registration duties, which can be quite substantial (for example, 5% for a land purchase, 4% for a transfer of real estate and 6% for a transfer of goodwill). Assignment of receivables, loans (other than shareholder loans) and share capital decrease (a share buyback) are subject to registration duties at 1.5%.
The transfer of shares, other than those representing a real estate company, are exempted from registration duties since 2018, as well as most share capital increases (for example, cash injections or incorporation of shareholder loans into the share capital).
22. How are the following taxed:
- Dividends paid to foreign corporate shareholders?
- Dividends received from foreign companies?
- Interest paid to foreign corporate shareholders?
- Intellectual property (IP) royalties paid to foreign corporate shareholders?
Dividends Paid
Dividends paid by a Moroccan company to a foreign corporate shareholder are subject to a 15% withholding tax, unless the provisions of an applicable double tax treaty provide for a lower rate.
Dividends Received
Dividends received by Moroccan corporate shareholders from foreign companies benefit from a 100% rebate, provided that the recipient company presents the payer with a certificate of ownership of the securities giving rise to the distribution. A foreign tax credit can be offset in certain circumstances where there is an applicable tax treaty.
Interest Paid
Interest paid by a Moroccan company to a foreign corporate shareholder is subject to a 10% withholding tax on the gross amount, unless the provisions of a double tax treaty provide for a lower rate. A foreign tax credit can be offset in certain circumstances where there is an applicable tax treaty.
Interest paid on a loan denominated in a foreign currency and with a duration equal to or exceeding ten years is exempt from the 10% withholding tax.
Interest paid is also subject to VAT at a rate of 10% (even where it is paid to a non-Moroccan lender).
IP Royalties Paid
IP royalties paid by a Moroccan company to a foreign corporate shareholder are subject to a 10% withholding tax on the gross amount, unless the provisions of a double tax treaty signed between Morocco and the country of residence of the relevant foreign corporate shareholder provide for a lower rate or an exemption. A foreign tax credit can be offset in certain circumstances where there is an applicable tax treaty.
Interest on loans from shareholders (whether resident in Morocco or not) is only deductible if the share capital of the borrowing company is fully paid up.
If this condition is satisfied, interest is tax deductible but subject to the following limitations:
- The amount of the loan cannot exceed the amount of the share capital of the borrowing entity (any interest related to the part which exceeds the amount of the share capital is not tax deductible for the subsidiary).
- The rate cannot exceed a rate set annually by the Ministry of Finance. The rate approved for the financial year 2020 was 2.3%.
Interest paid to a non-Moroccan lender who is not a direct shareholder of the Moroccan entity is deductible for tax purposes without limitation.
24. Must the profits of a foreign subsidiary be imputed to a parent company that is tax resident in your jurisdiction (controlled foreign company rules)?
Moroccan tax authorities can investigate and make their own assessment of any transfer price that involves related parties. The Moroccan tax authorities are quite aggressive regarding transfer pricing regulation in the context of a tax audit.
Companies incorporated in Morocco can apply to the tax authorities for approval of their transfer pricing policy (advance pricing agreement procedure). Subject to the completion of specific criteria, there are some transfer pricing documentation requirements, including country to country reports (there is an advance TP procedure (to pre-approve the pricing policy) and there are some very limited and distinct transfer pricing documentation requirements.)
Imports of goods are subject to the following three taxes:
- Importation rights (that is, customs duties).
- VAT at the standard rate of 20% (reduced rates apply to specific products). It is enforced in Morocco by the customs authorities and paid on custom clearance of the goods imported.
- Parafiscal tax at a rate of 0.25%.
Morocco has free trade agreements with the EU (2000), the United Arab Emirates (2003), the USA (2005), Turkey (2006), the Great Arab free trade area (2005) and the Mediterranean Arab countries (2006), which may reduce customs duties (or even cancel them).
Morocco has entered into tax treaties with more than 50 countries, including the US and the majority of EU countries.
Morocco is currently negotiating more than 20 tax treaties with African countries and is constantly developing its treaty network to avoid double taxation and to co-operate with foreign tax authorities.
It is currently implementing the Organisation for Economic Co-operation and Development's (OECD) multilateral convention.
Competition
28. Are restrictive agreements and practices regulated by competition law? Is unilateral (or single-firm) conduct regulated by competition law?
Competition Authority
Under the Constitution, as amended in 2011, the Competition Council is an independent administrative authority responsible for controlling anti-competition practices and the prior control of concentrations in Morocco.
Law no. 20-13 enacted on 7 August 2014, and implemented by Decree No. 2-15-109, outlines the consequences of these constitutional provisions and reforms the status and powers of the Competition Council. The Competition Council is now in charge of:
- Making decisions on anti-competition practices and controlling concentrations, with broad powers of investigation and sanction.
- Providing input on official consultations by public authorities.
- Publishing reviews and general studies on the state of competition in specific sectors or at the national level.
Restrictive Agreements and Practices
Law no. 104-12 relating to the freedom of prices and competition strictly regulates restrictive agreements and practices (including concerted practices) and prohibits "concerted practices, agreements (…) which have as their object or effect the prevention, restriction or distortion of competition on the market."
Any individual or legal entity (regardless of its location) is subject to Law no. 104-12 when their operations or behaviour have an effect on competition in the Moroccan market or on a substantial portion of it.
In cases of breach of this law, the Competition Council can:
- Order interim measures.
- Issue court orders under financial compulsion.
- Impose financial penalties of up to 10% of the global turnover (this maximum is doubled in case of repeated offences within five years).
Unilateral Conduct
The abuse of dominant position (abus de position dominante) is also regulated by Law no. 104-12. Taking advantage of a dominant position on a market or of the economic dependence of a customer or a supplier (who does not benefit from any other alternative) is prohibited when it has the aim, or consequence, of preventing, restricting or distorting competition in a national market or a substantial portion of it.
Offering products at an abusively low price in comparison to the production, transformation and commercialisation costs is also prohibited if the practice has the aim or effect of excluding an operator from the market or preventing a competitor from entering it.
Transactions Subject to Merger Control
The Moroccan merger control regime covers mergers, acquisitions of control (sole or joint) and creation of joint ventures which perform on a lasting basis all the functions of an autonomous economic entity.
Under Law no.104-12, a contemplated transaction must (prior to completion) be notified to the Competition Council if one of the following thresholds is met:
- The undertakings that are parties to the concentration, or that are the subject of the concentration, or the undertakings that are economically linked to them, have generated altogether, during the previous calendar year, more than 40% of the sales, purchases or other transactions on a national market of identical or substitutable goods, products or services, or on a significant part of such market. (market share threshold).
- The combined aggregate worldwide turnover (excluding taxes) of all undertakings or groups of legal or natural persons party to the contemplated transaction exceeds MAD750 million (worldwide turnover threshold).
- The combined aggregate turnover (excluding taxes) achieved in Morocco by at least two undertakings or groups of legal or natural persons party to the contemplated transaction exceeds MAD250 million (Moroccan turnover threshold).
The parties cannot implement their planed transaction unless it has been cleared by the Competition Council beforehand ("suspension principle").
Any party with a notification obligation is liable to fines in the case of failure to notify or breach of the suspension principle (up to 5% of the Moroccan turnover of the undertaking's most recently completed financial year).
Foreign-to-Foreign Acquisitions
Article 1 of Law no. 104-12 states that the competition law applies to all legal persons, whether or not they have their registered office or establishments in Morocco, provided that their operations have as their object or may have an effect on competition on the Moroccan market or a substantial part thereof.
In some recent cases, the Competition Council has used this article to conclude that transactions were not subject to merger filing requirement in Morocco when both of the following apply:
- Target did not generate any turnover and had no presence in Morocco
- Shareholders were not present in Morocco (via their subsidiaries and controlling stakes) on sectors linked to the market on which the target is active.
There is no exception under Moroccan law relating to the absence of a local nexus of the operation.
Anti-Bribery and Corruption
Anti-bribery and corruption are regulated through Dahir dated 19 September 1953 relating to the repression by the courts of corruption, bribery and trading in influence which forbids any public official to:
- Solicit or accept offers or promises, solicit or receive gifts, presents or other advantages to do or refrain from doing an act in his or her capacity, whether fair or not, but not subject to remuneration, or an act which, although outside his or her personal powers, was or could have been facilitated by his or her position or the service he or she provided.
- Solicit or accept offers or promises, solicit or receive gifts, presents or other advantages in order to obtain or attempt to obtain decorations, medals, distinctions or awards, places, functions or jobs or any favors granted by the public authority, contracts, undertakings or other benefits resulting from treaties concluded with the authority or with an administration placed under the control of the public power, or, in general, a favorable decision of such an authority or administration, and thus have abused a real or supposed influence.
In addition:
- Law no. 113-12 dated 9 July 2015 established a National Authority for Probity, Prevention and Fight against Corruption (Instance nationale de la probité, de la prévention et de la lutte contre la corruption) whose mission is to initiate, co-ordinate, supervise and monitor the implementation of policies to prevent and fight corruption.
- Decree dated 16 October 2017 created a National Commission for the Fight against Corruption (Commission nationale de lutte contre la corruption) responsible in particular for:
- monitoring the implementation of the national anti-corruption strategy; and
- submitting any proposal relating to measures to be taken to strengthen international co-operation in order to support national efforts to fight corruption.
Intellectual Property
Patents
Definition and Legal Requirements. Law no. 17-97 (as amended by Law no. 23-13) relating to the protection of industrial property protects an invention if it:
- Is new.
- Involves an inventive activity.
- Is susceptible to industrial application.
Registration. Moroccan and Patent Cooperation Treaty (PCT) patent applications are respectively filed with the Industrial and Commercial Property Office (OMPIC) in Morocco and the World Intellectual Property Organisation (WIPO).
European patents can be validated in Morocco through a joint process before the OMPIC and the WIPO.
Enforcement and Remedies. The patent owner can bring actions before a commercial court (to seek damages and/or an injunction against the infringer) and before a criminal court. Patent infringement is punishable by two to six months of imprisonment and/or a fine ranging from MAD50,000 to MAD500,000. If the offence is repeated, the minimums and maximums fines and imprisonment lengths are doubled.
Length of Protection. Protection lasts for 20 years from the date of filing of the patent application.
Trade Marks
Definition and Legal Requirements. Protection is granted to a sign that is:
- Distinctive.
- Not deceptive or prohibited.
- Available (that is, does not infringe prior third parties' rights, taking into account that protection of prior rights requires proactivity and opposition by the rights holder).
Protection. Protection requires the registration of a Moroccan trade mark with the Industrial and Commercial Property Office or of an international trade mark protecting Morocco based on the Madrid Arrangement and Protocol. An unregistered trade mark could be considered protected if the trade mark is notorious.
Enforcement and Remedies. The trade mark owner can bring actions before a commercial court (to seek damages and/or an injunction against the infringer) and before a criminal court. Trade mark infringement is punishable by two months to one year of imprisonment or fines ranging from MAD50,000 to MAD1,000,000 depending on the nature and characteristics of the infringement. If the offence is repeated, the minimum and maximum fines are doubled.
Length of Protection and Renewability. Protection lasts for ten years from the date of filing of the application and is renewable indefinitely. However, a trade mark can be revoked if its owner has, without good reason, not genuinely used it for an uninterrupted period of five years.
Registered Designs
Definition. Protection is granted for a design if it is new and respectful of law and order. The industrial property title can be granted on a design, a model, or a combination of both. A design can also be protected by copyright if it is original.
Registration. Same as for patents (see above, Patents).
Enforcement and Remedies. Same as for patents (see above, Patents).
Length of Protection and Renewability. Protection gives the owner the exclusive right to exploit the design for five years. Protection can be renewed four times, meaning a maximum period of 25 years.
Unregistered Designs
A design can be protected by copyright if it is original (see below, Copyright).
Copyright
Definition and Legal Requirements. Law no. 2-00 relating to copyright and related rights grants protection to literary, musical, dramatic and artistic works which are original. This also applies to computer software and databases. It confers both patrimonial and moral rights.
Protection. The benefit of copyright arises automatically on the creation of an original creative work. No registration is required. However, proving the nature of the work and the identity of the author could prove difficult. Therefore, it is crucial to secure any available evidence. Copyright includes patrimonial and extra-patrimonial rights.
Enforcement and Remedies. The copyright owner can seek damages and injunctions against the infringer. An infringer also faces two to six months of imprisonment and/or a fine between MAD10,000 and MAD100,000. If the offence is repeated, the sanctions are increased.
Length of Protection and Renewability. Patrimonial rights are protected from the creation of the work during the life of the author and for 70 years after their death. There is no time limit for the enforcement of extra-patrimonial rights by the author or their successors. Generally, related rights are protected for 70 years from the date of first publication.
Marketing Agreements
Agency
Commercial agency contracts and relationships between commercial agents and their principals are governed by Articles 393 to 404 of the Commercial Code.
Distribution
There is no specific law governing distribution agreements and they are, therefore, subject to the Moroccan Civil Code (Dahir portant Code des Obligations et des Contrats), the Commercial Code and Competition law.
Franchising
There is no specific law governing franchising. However, franchise agreements must comply with the provisions of the Moroccan Civil Code, the Commercial Code, competition law and intellectual property law (and foreign exchange regulations, if it involves a foreign franchisor).
Nationality Restrictions for Local Representatives
There are no nationality restrictions for local representatives.
Compensation on Termination or Failure to Renew
Whether it concerns the non-renewal of a fixed-term contract, the termination of an open-ended contract or the termination of a non-contractual commercial relationship, a clear and unequivocal expression of the will to terminate is essential.
Where the contract does not required any particular formalities, it is advisable to give notice of termination by registered letter.
In order to ensure that the termination is not considered as abrupt, a prior notice period must be observed. In the case of termination of an open-ended contract, there are various criteria for determining whether the prior notice period is sufficient, including, for example:
- The duration of the previous business relationships, their financial importance and the possible state of economic dependence (and in particular, the progression and importance of the turnover achieved with the party responsible for the breach in relation to the overall turnover of the party subject to the breach.
- The specificity and reputation of the products, the time taken to sell off stocks, the existence of an exclusivity clause.
- The time needed for conversion.
In addition to the obligation to observe a reasonable prior notice period, the courts have introduced the requirement that there must be no abuse in the right to terminate, even where the reasonable period of notice has been observed. In practice, abuse of rights is difficult to make out when the prior notice period is sufficient, but the risk cannot be excluded.
E-Commerce
Law no. 53-05 enacted on 30 November 2007 and codified in the Civil Code governs the electronic exchange of legal data, such as:
- E-commerce.
- Electronic signatures.
- Consumer protection in relation to distance contracts.
E-commerce also triggers the application of various provisions of Law no. 31-08 enacting consumer protection measures, and Law no. 09-08 on the protection of individuals regarding the processing of personal data.
- There is no specific or dedicated law regulating the use for marketing or sales purposes of online platforms. However, the following apply in a number of situations:
- Law no. 53-05 governing the electronic exchange of legal data.
- Law no. 31-08 enacting consumer protection measures.
- Law no. 09-08 on the protection of individuals regarding the processing of personal data.
- Law no. 104-12 on the freedom of prices and competition.
It is worth noting that Moroccan foreign exchange regulations are based on the general principle that any export of moneys out of Morocco can only be made if it either:
- Is expressly authorised under the General Instruction on Foreign Exchange Operations.
- Has been subject to a prior and specific authorisation by Foreign Exchange Office.
Among the transactions expressly authorised by the General Instruction are transactions related to e-commerce, which means "any online purchase made by resident individuals." The General Instruction states that, to be authorised, online purchases must be made within the following limits:
- MAD15,000 per recipient (Article 151, General Instruction) per calendar year, for individuals.
- MAD500,000 per recipient per calendar year (Article 151, General Instruction), for young innovative companies in new technologies.
Advertising
Digital Advertising
Dahir of 6 April 1938 regulates advertising using posters, billboards and signs. Posters are strictly prohibited in certain areas, including the medina (the old city), the State's public domain religious places and monuments. A fine may apply for violating this prohibition.
Law no. 77-03 (as amended by Law no. 66-16 and Law no 83-13) regulates audio-visual advertising. It provides for several prohibitions (including on gambling and alcohol) and restrictions (including on how medicines are advertised). Audio-visual advertisements must be in Arabic, Amazigh or Moroccan dialect (see Question 1). An advertisement in a foreign language is allowed if either:
- It requires a specific wording that cannot be translated.
- The same message is already broadcasted in Arabic, Amazigh or Moroccan dialect.
The advertisement must be clearly identified and separated from other audio-visual programmes. It must:
- Respect human dignity.
- Not be provocative, immoral or discriminatory.
- Not be misleading.
Comparative advertising must not be deceptive or unfair towards competitors. Companies can sign sponsorship agreements with audio-visual programmes if their products are not subject to advertisement restrictions. However, advertisements are not allowed in programmes related to political rights.
Law no. 31-08 regarding consumer protection also sets out a general prohibition on false or misleading advertising.
Law no. 88-13 on written media and edition provides for several restrictions and rules on advertising (Articles 62 and following).
Direct Marketing
Direct marketing by means of automatic calling machines, fax machines or email, or by any other means using similar technology which uses, in any form, the contact details of a natural person who has given prior consent to receive direct marketing by this means, is prohibited (Article 10, Law no. 09-08 on the protection of individuals with regard to the processing of personal data).
Consent means any free, specific and informed expression of will by which a person agrees to their personal data being used for the purposes of direct marketing.
Direct marketing means the sending of any message intended to promote (directly or indirectly) goods or services, or the image of a person selling goods or providing services.
Sales
Sales can only be carried out if accompanied by a clear and legible display of the term "sales".
The supplier must indicate at the point of sale the:
- Products or goods to which the price reduction applies.
- New price, and the old price (which must be crossed out).
- Duration of the sale.
The old price to be crossed out must not exceed the lowest price actually charged by the supplier for a similar good or product in the same establishment during the last 30 days before the start of the sale.
The supplier can also indicate the rate of the discount applied to the products and goods covered by the sale.
Any advertisement relating to a sale must state the starting date of the sale, its duration, and the nature of the goods or products covered by the sale (if it does not concern all of the supplier's goods or products).
Sales and Services with Free Gifts
Goods and services cannot be sold/provided or offered to the consumer with an entitlement to a free gift consisting of goods or services, unless the goods or services offered as the free gift are identical to those which are the subject of the sale or service.
This does not apply to free gifts consisting of small items or services of low value, or to samples.
Promotional Competitions
Any promotional competition must have its own set of rules in place (réglements). The organisers must file these rules, and a copy of the advertisements or documents sent to the public, with the competent authority (that is, the governmental authority responsible for the sector of activity concerned) which ensures that the promotional competition is conducted in line with its own rules.
Data Protection
37. Are there specific data protection laws? If not, are there laws providing equivalent protection?
Law no. 09-08 on the protection of individuals regarding the processing of personal data introduced a set of legal provisions aimed at protecting the identity, rights, individual and collective freedoms, and privacy against all attacks that may affect them through electronic means.
This law regulates, among other things, the rights to:
- Access databases containing personal data.
- Object to certain treatment.
- Request correction of erroneous data.
- Delete outdated information, or information whose purpose of treatment was performed.
In addition to strict rules on information and consent of the data owner, it provides for rules regarding:
- The implementation of safety and security measures, including when the data processing involves a subcontractor.
- The purposes of the data processing.
- The declaration to, or authorisation of, the data processing by the Moroccan Data Protection Authority, which has issued several decisions providing guidance on matters such as human resources, providers, customers, banks, CCTV and whistleblowing.
- The transfer of data abroad (the level of caution depends on whether the country of the recipient is considered safe from a data protection perspective).
Product Liability
Law no 24-09 promulgated on 17 August 2011 related to the quality of the products and services, and inserted in the Civil Code, regulates product liability and product safety. It expressly provides that the manufacturer is liable for any damages caused to a third party due to a defective product. If the manufacturer cannot be identified, the distributor is considered liable for the damages caused.
Regulatory Authorities
39. What are some of the key regulatory authorities relevant to doing business in your jurisdiction?
Competition
Main Activities. The Competition Council is an independent administrative authority responsible for controlling anti-competition practices and the prior control of concentrations in Morocco.
Environment
Main Activities. The Ministry of Energy, Mines and Environment defines and implements energy, mining and environmental policies.
Financial Services
Main Activities. The Foreign Exchange Office is responsible for the regulation and control of foreign exchange operations and publication of foreign trade statistics.
Main Activities. The Moroccan Capital Market Authority (AMMC) (Autorité Marocaine du Marché des Capitaux) is a state-owned entity (établissement public) with its own legal personality and financial autonomy, in charge of:
- Protecting savings invested in financial instruments/securities.
- Monitoring information disclosed to investors by ensuring that corporate entities carrying out public offerings make all relevant information available.
- Ensuring equal treatment of investors, transparency and integrity of the capital market.
- Controlling the activity of entities subject to its control.
- Ensuring the proper functioning of the capital market and the implementation of Moroccan laws and regulations.
W www.ammc.ma/.
Other Considerations
While Morocco has made, over the past few years, notable progress in the World Bank's Doing Business index (ranking 53rd among 190 economies in 2020, compared to 130th in 2009), procedures and conditions for projects launching and completing remain sometimes complex and burdensome, given the multitude of non-codified texts, the sometimes variable application of law from one region to another, and the significant role of local customs and practices.
Contributor profiles
Wacef Bentaibi, Partner
Gide Loyrette Nouel
T +212 5 2248 9032
F +212 5 2248 9001
E [email protected]
W www.gide.com
Professional Qualifications. Legal adviser/attorney registered with the Paris Bar
Areas of Practice. Project development (finance and infrastructure) with extensive experience in the energy sector (power, oil and gas, mining, renewables), foreign investments, public law and regulatory matters.
Recent Transactions
- Advising Voltalia SA in the structuring and development of renewable energy projects (wind, hydro, photovoltaic) in Morocco.
- Advising ENGIE North Africa BU in the structuring of small/medium photovoltaic projects in Morocco.
- Assisting International Finance Corporation (IFC) in the drafting and negotiation of a USD30 million loan to the Region of Fès-Meknes to finance COVID-19-related expenditure and the development or the regional roads network.
- Advising SGTM Group (TEKCIM SA) on a USD240 million investment for the design, financing and construction of a cement plant project.
- Advice to Chariot Oil & Gas Ltd in connection with its oil & gas exploration and development activities in Morocco, including drafting and negotiating production sharing contracts and assisting on ancillary regulatory matters.
- Advising Millenium Challenge Account-Morocco Agency with respect to the implementation, on a pilot basis, of a PPP transaction with respect to the development and revitalisation of two existing industrial zones and one new zone located in the Casablanca-Settat Region.
- Advising the Moroccan Government and the Millenium Challenge Account-Morocco Agency on the drafting of a new legal framework relating to the development and management of industrial zones.
Languages. French, English, Arabic
Professional Associations/Memberships. Member of the Paris Bar Association since 2005. Ranked as "Leading individual" in the Public/Project section of Legal 500 Morocco since 2016 and in the Chambers 2020 "Spotlight table" for Banking and Finance, as well as "Up and coming" for Corporate/Commercial. Listed among the 50 most influential business lawyers in Francophone Africa by Jeune Afrique - Africa Business +.
Simon Auquier, Partner
Gide Loyrette Nouel
T +212 5 2248 9032
F +212 5 2248 9001
E [email protected]
W www.gide.com
Professional Qualifications. Legal adviser/attorney registered with the Paris Bar
Areas of Practice. Corporate/M&A.
Recent Transactions
- Advising SPE Capital on the acquisition of Ademat, leading provider of power security solutions in Côte d'Ivoire (April 2021).
- Advising Groupe Palmeraie Développement on the acquisition from Aabar/Mubadala of a stake in Residence Dar Saada (a Moroccan company listed on the Casablanca stock exchange) and on the sale to Aabar of a stake held by GPD in Palmassets (a Moroccan hospitality company) (November 2020).
- Advising Al Shaya on the sale of part of its Moroccan activities to Nestlé (November 2020).
- Advising the Hutchinson Group on the acquisition of an automotive business from Delfingen (December 2020).
Languages. French, English
Professional Associations/Memberships. Member of the Paris Bar Association since 2006. Listed as "leading individual" in the Commercial, Corporate and M&A section of Legal 500 Morocco. Listed as "Highly regarded" in IFLR Morocco. Listed in "Band 2" in the Corporate/Commercial section of Chambers & Partners Morocco.
Chloé Joachim de Larivière, Counsel
Gide Loyrette Nouel
T +212 5 2248 9032
F +212 5 2248 9001
E chloé.joachimdelariviè[email protected]
W www.gide.com
Professional Qualifications. Legal adviser/attorney registered with the Paris Bar
Areas of Practice. Corporate/M&A and commercial law.
Recent Transactions
- Advising SPE Capital on the acquisition of Ademat, leading provider of power security solutions in Côte d'Ivoire (April 2021).
- Advising Spirit Aerosystems on the acquisition from Bombardier of a manufacturing and assembly plant in Morocco (2020)
- Advising Groupe Palmeraie Développement on the acquisition from Aabar/Mubadala of a stake in Residence Dar Saada (a Moroccan company listed on the Casablanca stock exchange) and on the sale to Aabar of a stake held by GPD in Palmassets (a Moroccan hospitality company) (November 2020).
- Advising Al Shaya on the sale of part of its Moroccan activities to Nestlé (November 2020).
- Assisting Westmont Hospitality Group and Elliott on the acquisition of the Four Seasons Hotel in Marrakech (December 2019).
Languages. French, English
Professional Associations/Memberships. Member of the Paris Bar Association since 2012. Listed as "Rising star" in the Commercial, Corporate and M&A section of Legal 500 Morocco and as "Associate to watch" with "strong business acumen" in Chambers 2020.
Loris Marghieri, Counsel
Gide Loyrette Nouel
T +212 5 2248 9032
F +212 5 2248 9001
E [email protected]
W www.gide.com
Professional Qualifications. Legal adviser/attorney registered with the Paris Bar
Areas of Practice. Real estate (transactions, financing, developments and construction, leases).
Recent Transactions
- Advising Millenium Challenge Account Morocco-Agency with respect to the implementation, on a pilot basis, of a PPP transaction with respect to the development and revitalisation of two existing industrial zones and one new zone located in the Casablanca-Settat Region.
- Assisting the joint venture between Realites Afrique and Groupe Mfadel with the preparation and negotiation of an off-plan lease for the operation by an international hotel operator of a hotel complex (hotels, services apartments and conference center) located within the Casablanca Finance City.
- Advising the management company Ajarinvest on creating the first real estate investment trust (REIT) (organisme de placement collectif immobilier) as part of the establishment of the CDG Premium Immo REIT.
- Advising Immorente Invest (listed on the Casablanca stock exchange) on a sale and leaseback transaction regarding a property asset (logistics offices and buildings) owned and managed by Engie Contracting Al Maghrib, covering around 56,000 square metres and located near Casablanca.
- Advising Panafrican hospitality group Onomo Hotels on its various real estate and hospitality projects in Africa (including Morocco, Ivory Coast, Senegal, Republic of Congo, Mozambique, Djibouti, Nigeria). Acquisition of hotels/plots of land, hotels construction, lease and management agreements.
- Assisting the bank Société Générale Maroc in connection with the land acquisition and the construction project of an office tower (future headquarters) to be erected within the Casablanca Finance City area.
Languages. French, English, Spanish
Professional Associations/Memberships. Member of the Paris Bar Association since 2010. Listed as "Leading individual" in the Tourism & Real Estate section of Legal 500 Morocco and "Up & coming" for Morocco - Real Estate and Construction in Chambers 2020.