Morocco · Entity Incorporation

The mainstream foreign-investment vehicle in Morocco is the limited liability company (SARL), with a low entry threshold and 100% foreign ownership allowed, but a Moroccan registered address is mandatory and bank account opening requires directors to appear in person in Morocco. The core process: OMPIC name reservation → notarized articles (Arabic/French) → Commercial Court trade registration (RC) obtaining the ICE unified code → SIMPL tax registration (tax/VAT numbers) → publication → bank account opening with capital deposit. Capital requirements vary by type: the SARL statutory minimum is extremely low (in practice often set at MAD 10,000–100,000 for credibility), SA (non-listed) MAD 300,000, and the SA must deposit capital before registration.

Key points

Entity types: SARL (limited liability company, most common, 1+ shareholders, liability limited to contributions), SA (joint stock company, non-listed capital MAD 300,000), branch/representative office (localized operation of foreign companies, limited scope).
Registered capital: SARL statutory minimum extremely low; capital < MAD 100,000 needs no pre-freeze; SA must deposit capital in a Moroccan bank with a deposit certificate before registration. In practice SARL is often set at MAD 10,000–100,000 for bank credibility.
Name approval: submit 2–3 alternative names to OMPIC; review about 3–5 working days; reservation valid 60–90 days.
Articles (Statuts) must be notarized by a Moroccan notary (Notaire) in Arabic (or French); fees tiered by capital (about MAD 2,000–3,000 / MAD 100,000 capital).
Registration authority: regional Commercial Court Trade Registry (RC), issuing the ICE (Identifiant Commun de l'Entreprise); then tax registration on the SIMPL platform (ICE is the tax basis) and VAT number (if taxable).
Bank account opening requires directors in person; Moroccan banks occasionally tighten foreigner account opening; foreign capital must flow in via a convertible dirham account (see banking dimension).
A physical registered address in Morocco is mandatory (office/shared office/domiciliation) for receiving official correspondence.

Procedure

OMPIC name check and reservation (submit 2–3 alternatives).
Draft and notarize the articles (Statuts); prepare shareholder/director IDs and address proof.
Submit registration to the regional Commercial Court Trade Registry (RC) and obtain the ICE code.
Complete tax registration on the SIMPL platform (automatic account creation); register VAT where applicable.
Publish the establishment notice in the official gazette/court bulletin.
Open a company bank account, deposit registered capital (where applicable), and obtain a capital certificate.
Complete CNSS social security and other registrations (see employment dimension).

Hard requirements

At least 1 shareholder (natural or legal person, 100% foreign allowed) and at least 1 director/manager (gérant)
A physical registered address in Morocco (lease contract or domiciliation agreement)
Company name pre-approved by OMPIC without restricted words
SA must deposit capital in a Moroccan bank with a deposit certificate
Foreign directors must be able to enter Morocco lawfully for the bank in-person signing

Costs

Government fees: about MAD 2,000–5,000 (registration/publication, etc.)Notary fees: about MAD 2,000–3,000 (MAD 100,000 capital tier), increasing with capitalProfessional services (lawyer/advisor): about MAD 10,000–25,000 (per complexity)Bank account opening: about MAD 500–2,000; registered address domiciliation extra⏱ ⏱ Timeline：With complete documents usually 2–4 weeks; name approval 3–5 working days; RC registration and tax in parallel about 1–2 weeks; bank in-person signing requires director attendance, schedulable in parallel.

⚠ Common risks

Bank account opening requires directors in person in Morocco; foreigner accounts occasionally tightened/closed; book ahead and prepare documents
Articles not notarized in Arabic/French or documents untranslated cause rejection
False registered addresses or missed correspondence cause unnoticed compliance notices/penalties
SA submitted without prior capital deposit is rejected; too-low SARL capital affects bank trust and tender qualifications
Restricted words or trademark conflicts cause OMPIC rejection

Handbook

📘 Step-by-Step Handbook (with owner / timeline / cost / penalties)

Applies to：Establishing an SARL/SA or branch/representative office in Morocco by foreigners (including Chinese capital); not for pure export-without-entity arrangements or freelancer status.

Prerequisites

Entity type determined (SARL mainstream; SA for large/listed; branch for existing foreign parents)
A Moroccan registered address secured (physical office/shared office/domiciliation)
2–3 alternative company names prepared avoiding restricted words
If held by a Chinese parent: domestic ODI filing completed (see ODI dimension) before remitting capital
Directors/managers can lawfully enter Morocco for bank in-person signing

Step	Action	Owner	Timeline	Cost	Official form / system	Notes & penalties
1	Determine the structure and entity type. Confirm the SARL as the vehicle (mainstream, foreign-friendly, limited liability). If held by a Chinese domestic company, complete domestic ODI filing (NDRC + MOFCOM + SAFE) before remitting capital; plan the shareholder structure and beneficial owner look-through.	China legal/investor + Moroccan advisor	Structure 1–3 days; ODI 1–3 months (domestic)	Structure mostly internal; ODI advisor fees extra	Structure diagram; ODI filing documents (see ODI dimension)	100% foreign ownership allowed; SARL best fits operating entities. Penalty：Remitting capital without ODI may be deemed an FX violation, affecting profit repatriation.
2	OMPIC name approval and reservation. Submit 2–3 alternative names to OMPIC (Office Marocain de la Propriété Industrielle et Commerciale) for a check; review about 3–5 working days; upon approval obtain the name certificate, valid 60–90 days. Avoid conflicts with existing company names/trademarks and restricted words.	Applicant/advisor	3–5 working days	OMPIC fees (per official published rates)	OMPIC name application	Prepare 2–3 alternatives; names with industry keywords pass more easily. Penalty：Name conflicts or restricted words cause rejection and miss the registration window (complete follow-up within the reservation).
3	Draft and notarize the articles. Have a Moroccan notary (Notaire) draft and notarize the Statuts in Arabic (or French), covering the corporate purpose, share capital, governance, and profit distribution; all shareholders/authorized representatives sign. Non-Arabic/French documents require officially certified translations.	Moroccan notary + applicant	1–2 weeks (including translation certification)	Notary fees about MAD 2,000–3,000 (MAD 100,000 capital tier), increasing with capital	Articles (Statuts); shareholder consent; certified translations	SA must deposit capital first for the capital certificate before notarization; SARL capital < MAD 100,000 generally needs no pre-freeze. Penalty：False documents or unnotarized articles cause RC rejection.
4	Trade registration (RC) and ICE code. Submit the notarized articles, capital certificate, shareholder/director IDs, and address proof to the regional Commercial Court Trade Registry (Registre de Commerce) to obtain the RC and ICE (company unified identification code). ICE is the key for subsequent tax, social security, and bank interactions.	Applicant/advisor	About 1–2 weeks	Included in government fees (about MAD 2,000–5,000 total)	RC registration application; ICE registration	ICE is the tax basis; accuracy is critical. Penalty：Missing materials cause rejection and delays; false information can revoke registration.
5	Tax registration (SIMPL platform). Complete tax registration via the Tax Authority SIMPL platform; ICE creates the tax number; register VAT when annual taxable supplies reach the threshold (about tens of millions MAD). Fully online.	Applicant/tax advisor	Synchronized with RC, about several working days	No registration fee	SIMPL platform registration	Standard VAT rate 20%; exempt/small-scale cases handled per rules. Penalty：Late tax filings or unregistered VAT (at threshold) incur fines (5%/15%/20% surcharge tiers).
6	Publication and bank account opening. Publish the establishment notice in the official gazette/court bulletin (name, capital, business scope). Meanwhile arrange directors in person in Morocco for bank in-person signing; foreign capital must be received via a convertible dirham account (compte en dirhams convertibles) with the foreign-currency entry declaration retained.	Applicant/directors + bank	Publication days; bank in-person signing requires director attendance (combine with business trips)	Publication fee + account opening MAD 500–2,000	Establishment notice; bank KYC/in-person signing; foreign-currency entry declaration	Foreigner account opening occasionally tightens; book ahead with passport, ICE, articles, and address proof. Penalty：Failed account opening blocks capital injection and receipts/payments; not using a convertible account affects future profit repatriation.
7	Ongoing compliance landing. Handle CNSS social security opening (see employment dimension), industry licenses as needed (see qualification dimension), annual filings (CIT/VAT), and bookkeeping retention. Free-zone companies enjoy tax exemptions (see tax/qualification).	In-Morocco operations + advisor	Ongoing	Annual maintenance	CNSS registration; various licenses; annual tax filings	Some exemptions apply to small/new-zone companies where applicable. Penalty：Unregistered social security or late tax filings incur CNSS/tax fines.

✅ Self-check list

⚠ Common pitfalls

Bank account opening requires director in-person signing and occasionally tightens影响：Cannot receive/pay, inject capital, or operate.规避：Book with the bank ahead, prepare ICE/articles/passport/address proof, and combine the signing with a business trip.

Missing article language/notarization影响：RC rejection and registration delays.规避：Strictly notarize in Arabic/French and certify translations of non-local documents.

False registered address or missed correspondence影响：Missed official compliance notices/penalties, late penalties.规避：Use a real address with mail forwarding or a compliant domiciliation service.

SA submitted without prior capital deposit影响：Rejected.规避：SA opens a provisional account, deposits capital, and obtains the certificate before RC submission.

Foreign capital not flowing in via a convertible account影响：Loses the guarantee of free capital and profit repatriation.规避：Capital flows in via a convertible dirham account with the foreign-currency entry declaration retained.

Remitting capital without ODI影响：FX violation affecting profit repatriation.规避：Complete domestic ODI filing before remitting funds.

📅 Ongoing post-incorporation obligations

Annual SIMPL tax filings (CIT/VAT)
Monthly CNSS social security filing and payment
Books and records retained per law
Update RC on registered address and director changes
Free-zone companies maintain export ratios (usually 85%+) to preserve exemptions
Maintain the convertible dirham account and FX registration for repatriation

🔗 Official portals

OMPIC (Office of Industrial and Commercial Property, name approval)Moroccan Tax Authority SIMPL Morocco Investment and Export Development Agency AMDIE

📎 Source：Moroccan Companies Law (Law 5-96); OMPIC (Office of Industrial and Commercial Property) company name approval; Commercial Court Trade Registry (Registre de Commerce, RC); Tax Authority SIMPL platform; MOFCOM Country Guide for Foreign Investment and Cooperation: Morocco (2025 edition); professional service guidance (wecount.ma / bewilderedinmorocco, etc.)

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