Moroccan Commercial Law: Starting a Business, Contracts & Disputes

Q: How do I register a SARL in Morocco?

To register a SARL (Société à Responsabilité Limitée) in Morocco, you must: draft the company statutes before a notary or under private seal, deposit the minimum share capital of 10,000 DH in a blocked bank account, publish a notice in the Official Bulletin (BO) and a legal announcement journal, and register with the Trade Register (Registre du Commerce) at the Commercial Court in the company's jurisdiction. The process typically takes 7–15 working days.

Q: What is the minimum capital to start a company in Morocco?

Since 2013, the minimum share capital for a SARL is 10,000 Moroccan dirhams (DH), down from 100,000 DH. For a Société Anonyme (SA), the minimum is 300,000 DH if shares are not publicly offered, or 3,000,000 DH for publicly listed companies. An SNC (general partnership) has no minimum capital requirement.

Q: Where are commercial disputes resolved in Morocco?

Commercial disputes are resolved by the Commercial Courts (Tribunaux de Commerce), which operate in major cities including Casablanca, Rabat, Fes, Marrakech, Agadir, Tangier, and Oujda. These courts have exclusive jurisdiction over disputes between merchants, commercial contract disputes, insolvency proceedings, and intellectual property matters. Appeals go to the Commercial Chambers of the Courts of Appeal.

Q: What is a fonds de commerce?

A fonds de commerce (business assets / goodwill) is a legally recognised set of tangible and intangible assets that together constitute a going commercial concern. It includes the clientele and goodwill, trade name, lease rights, equipment, merchandise, and intellectual property licences. It can be sold, pledged as collateral, or contributed to a company. The transfer must be registered at the Trade Register and notified to creditors.

Morocco has developed a modern commercial legal framework designed to attract investment and facilitate business activity. The cornerstone is the Commercial Code (Law 15-95), supplemented by company law, insolvency regulations, and the jurisdiction of dedicated Commercial Courts. Whether you are starting a company, drafting a commercial contract, or facing a business dispute, understanding the fundamentals of Moroccan commercial law is indispensable.

The Commercial Code (Law 15-95): Who Is a Merchant?

Under Law 15-95, a person is considered a merchant (commerçant) if they habitually perform commercial acts in their own name and on their own account. Commercial acts include the purchase of goods for resale, manufacturing, banking, insurance, transport, and real estate development for profit.

Being classified as a merchant entails important legal obligations: registration in the Trade Register, bookkeeping duties, adherence to commercial contract rules, and potential liability under insolvency procedures. The law applies equally to natural persons (individual traders) and legal persons (companies).

Company Types in Morocco

Moroccan law offers several company structures suited to different business sizes and objectives:

SARL (Société à Responsabilité Limitée): The most popular structure for SMEs. Shareholders' liability is limited to their capital contributions. Since the 2013 reform, minimum share capital is just 10,000 DH. Can have 1–50 shareholders. A single-member variant (SARL unipersonnelle) is also available.
SA (Société Anonyme): Suited to larger businesses and those seeking external investors. Minimum capital is 300,000 DH (or 3,000,000 DH for publicly listed companies). Governed by a board of directors. Shares are freely transferable.
SNC (Société en Nom Collectif): A general partnership where all partners are jointly and severally liable for the company's debts. No minimum capital required. Used primarily for family businesses or professional partnerships.
SCS (Société en Commandite Simple): Combines general partners (unlimited liability) with limited partners (liability capped at their contribution). Rarely used in practice.
Auto-entrepreneur: A simplified sole-trader regime introduced in 2015, offering a flat-rate tax and simplified registration for individuals with annual turnover under prescribed thresholds.

Company Registration: The Trade Register

All businesses — whether individual traders or companies — must register with the Trade Register (Registre du Commerce) maintained at the Commercial Court in their business district. Registration is mandatory before commencing commercial activity.

The registration process involves:

Drafting the company statutes (notarised or under private seal for SARLs).
Opening a bank account and depositing the minimum capital (blocked until registration is complete).
Obtaining a tax identification number (ICE) and registering with the tax authority.
Publishing a legal notice in the Official Bulletin (Bulletin Officiel) and a legal announcement newspaper.
Filing the registration application with the Court Clerk's office (greffe du tribunal de commerce).

Once registered, the company receives a unique registration number (RC number) and is legally recognised as a person in law. The entire process typically takes 7 to 15 working days.

Commercial Contracts

Commercial contracts in Morocco are governed by the Commercial Code and the Law of Obligations and Contracts (Dahir des Obligations et des Contrats, DOC). Key contract types include:

Sale contract (contrat de vente commerciale): Transfer of ownership of goods in exchange for a price. Governed by rules on delivery, warranties, and payment terms.
Commercial agency (contrat d'agence commerciale): A principal appoints an agent to negotiate and conclude contracts on its behalf. The agent is entitled to a commission and termination indemnity.
Commercial lease (bail commercial): The lease of premises used for commercial activity. The tenant benefits from security of tenure and the right to renew the lease, protecting investment in the business location.
Distribution and franchise agreements: Governed by general contract law; exclusivity clauses must be carefully drafted to avoid anti-competition issues.

Business Assets (Fonds de Commerce)

The fonds de commerce is a legally distinct concept encompassing the totality of assets that make up a going business: its clientele and goodwill, trade name and sign, lease rights, equipment, stock, and intellectual property licences. The fonds de commerce can be:

Sold (cession): Transfer must be formalised, published in the Official Bulletin, and registered at the Trade Register. Creditors have a right of objection within 15 days of publication.
Pledged (nantissement): Used as collateral for a loan without transferring possession. The pledge must be registered to be enforceable against third parties.
Contributed to a company (apport en société): The fonds de commerce can be transferred as a non-cash contribution against shares in a company.

Insolvency: Restructuring vs Liquidation

When a business faces serious financial difficulties, Law 73-17 on insolvency (revising Law 15-95) provides two main pathways:

Judicial reorganisation (redressement judiciaire): Aimed at saving the business as a going concern. The court appoints a judicial administrator to oversee a recovery plan, which may involve debt rescheduling, partial asset sales, or new management. Creditors are subject to a moratorium on enforcement during this period.
Judicial liquidation (liquidation judiciaire): When reorganisation is impossible, the court orders the sale of all assets to pay creditors. The company ceases to exist at the end of the process.

Commercial Dispute Resolution

Morocco has a dedicated network of Commercial Courts (Tribunaux de Commerce) with exclusive jurisdiction over disputes between merchants, commercial contract claims, and insolvency matters. Courts are currently located in Casablanca, Rabat, Fes, Marrakech, Agadir, Tangier, and Oujda. Appeals are handled by the Commercial Chambers of the relevant Courts of Appeal. Arbitration and mediation are increasingly used by businesses seeking faster, confidential resolution, particularly for international contracts.

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Frequently Asked Questions

How do I register a SARL in Morocco?

To register a SARL, you need to draft the company statutes, deposit the minimum capital (10,000 DH) in a blocked bank account, publish a legal notice in the Official Bulletin and an announcement newspaper, and register with the Trade Register at the Commercial Court. The full process typically takes 7–15 working days. Many entrepreneurs use a notary or a business creation centre (CRI) to handle paperwork.

What is the minimum capital to start a company in Morocco?

For a SARL, the minimum is 10,000 DH since the 2013 reform. For a Société Anonyme (SA), it is 300,000 DH for private companies and 3,000,000 DH for publicly listed companies. An SNC has no minimum capital requirement. The auto-entrepreneur regime requires no capital deposit at all.

Where are commercial disputes resolved in Morocco?

Commercial Courts (Tribunaux de Commerce) handle all disputes between merchants and commercial contract claims. They operate in Casablanca, Rabat, Fes, Marrakech, Agadir, Tangier, and Oujda. Appeals go to the Commercial Chambers of the Courts of Appeal. Arbitration and mediation are valid alternatives and are increasingly preferred for speed and confidentiality.

What is a fonds de commerce?

A fonds de commerce is the bundle of assets that constitutes a going commercial business — including its clientele, trade name, lease rights, equipment, and stock. It can be sold, pledged as collateral, or contributed to a company. Any transfer must be registered and published to protect creditors and third parties.