Corporate Compliance for a Moroccan Subsidiary: Annual Cycle, Registers, Filings and Deadlines (2026 Guide)
In short: a Moroccan SARL or SA must approve its accounts within six months of year-end, hold its general meeting, keep registers and minutes, file with the commercial register and update the beneficial-ownership register. This guide sets out the full annual cycle, the deadlines and sanctions, and the corporate changes in between, for foreign parent companies and their counsel.
We provide this as an ongoing service — see Company Secretarial Services in Morocco.
1. What Company Secretarial Services Mean in Morocco
In Morocco, company secretarial work — known locally as secrétariat juridique — covers the full cycle of corporate housekeeping that keeps a commercial entity in good standing with the Registre de Commerce, the tax authorities and the beneficial-ownership register: convening meetings, drafting and signing minutes, filing statutory documents, updating registers and meeting every recurring deadline that Moroccan company law imposes on gérants and directors.
For a foreign parent company that owns a Moroccan SARL (société à responsabilité limitée), SA (société anonyme) or SAS (société par actions simplifiée), these tasks rarely justify a full-time in-house resource. The parent's legal team in Europe can review accounts and approve dividends, but the physical filings, the publications in a journal d'annonces légales (JAL) and the formalities at the greffe of the tribunal de commerce require a local presence and a working knowledge of Moroccan procedure.
Most compliance failures involve missed deadlines, unsigned minutes or unfiled changes — not substantive breaches of law. Yet the consequences can be significant. Under Law No. 5-96 on the SARL and Law No. 17-95 on the SA, gérants and directors bear personal civil and criminal liability for non-compliance with corporate formalities. Outsourcing the compliance cycle to local counsel eliminates the risk of inadvertent default.
2. The Annual Compliance Cycle
Moroccan company law prescribes a structured annual cycle. The key statutes are Law No. 5-96 (Dahir No. 1-97-49 of 13 February 1997) for the SARL, as amended by Law No. 21-19 (2019) and Law No. 19-20 (2021), and Law No. 17-95 (Dahir No. 1-96-124) for the SA, as amended by Law No. 78-12, Law No. 20-19 and Law No. 19-20. The SAS was introduced by Law No. 19-20, adding specific provisions to Law 17-95.
Approval of accounts. For a SARL, Article 10 of Law 5-96 requires the gérant to submit the management report, inventory and annual financial statements to the ordinary general meeting (AGO) within six months of the financial year-end. For a company closing on 31 December, the AGO must therefore be held by 30 June. For an SA, Article 115 of Law 17-95 imposes the same six-month deadline; a single extension of equal duration may be granted by the président du tribunal de commerce.
Statutory auditor (commissaire aux comptes). Appointment is mandatory for every SA regardless of size (Article 159 of Law 17-95), for a term of three financial years. A SARL must appoint a commissaire aux comptes when its turnover exceeds MAD 50 million HT (Law 5-96, as amended). For an SAS, the appointment is required when the relevant turnover threshold is exceeded (Articles 425 et seq. of Law 17-95 as amended by Law 19-20).
Filing of annual accounts. An SA must file approved accounts with the greffe of the tribunal de commerce within two months of the AGO (typically by 31 August for a December year-end). A SARL must file within 30 days of approval.
Publication requirements. Certain corporate decisions — including the allocation of results — must be published in a journal d'annonces légales.
Beneficial-ownership register (Registre des Bénéficiaires Effectifs). Created under Law No. 12-18 (amending the Criminal Code) and managed electronically by OMPIC, the register requires every company to declare its beneficial owners within one month of registration and within one month of any change, with an annual confirmation. Sanctions for non-compliance are severe: fines of up to MAD 100,000 for individuals and MAD 3,000,000 for legal entities under Articles 574-1 et seq. of the Criminal Code, with imprisonment of two to five years for serious offences.
OMPIC formalities. Any change to corporate information must be notified and updated via OMPIC's electronic platform (DirectInfo).
Sanctions for non-compliance. Article 108 of Law 5-96 provides that a gérant who fails to file required documents at the greffe faces one to six months' imprisonment and/or a fine of MAD 2,000 to MAD 20,000. Article 115 imposes similar penalties for failure to convene the AGO or file minutes. Directors of an SA face equivalent sanctions under Law 17-95.
3. Corporate Records We Keep
A well-maintained Moroccan entity requires the following records:
- Statutory registers: registre des associés (SARL) or registre des actionnaires (SA/SAS)
- Share-transfer register (registre des mouvements de titres)
- Register of minutes of shareholder meetings (PV des assemblées) and board meetings (PV du conseil d'administration)
- Share certificates or ownership ledger
- Powers of attorney and delegations of signature
- Corporate compliance calendar
Certain registers must still exist in physical form: the original share register and minute books must be pre-numbered and certified by the tribunal de commerce. However, Law No. 43-20 on trust services for electronic transactions (Decree No. 2-22-687, Bulletin Officiel No. 7162 of 19 January 2023) has largely replaced the earlier Law No. 53-05. Law No. 88-17 on company creation by electronic means and Decree No. 2-22-92 (Bulletin Officiel No. 7317 of 15 July 2024) provide for progressive online filings via OMPIC.
Remote board meetings are now possible for SAs: Law 19-20 (2021) permits videoconference participation, subject to the articles of association (amended Article 50 of Law 17-95). Accounting records must be kept for ten years (Commercial Code); tax records for at least four years (Code Général des Impôts), though a ten-year retention policy is prudent.
4. Corporate Changes Handled on Demand
Beyond the annual cycle, we handle all ad hoc corporate changes required during the life of the entity:
Appointment and removal of managers and directors. For a SARL, the decision requires partners holding more than 50% of shares (or a three-quarters majority for a statutory gérant) under Law 5-96. For an SA, the board appoints and removes the directeur général; the AGO appoints and removes directors under Law 17-95. Filing at the greffe, OMPIC notification and JAL publication typically take two to four weeks.
Change of registered office. Requires a partner/shareholder decision, amendment of the articles, filing at the greffe, OMPIC notification and JAL publication. A move across jurisdictions requires double filing at the old and new greffe.
Share transfers in a SARL. Transfers to third parties require approval (agrément) by partners holding at least three-quarters of shares (Article 58 of Law 5-96). The transfer deed may be private or notarial (Article 59). Registration duties apply at 3% (with allowances) for commercial/industrial SARLs. The full process takes three to six weeks.
Capital increases and reductions. Require an extraordinary general meeting (EGM) decision and, for contributions in kind, a commissaire aux apports (Article 53 of Law 5-96 for a SARL; Article 24 of Law 17-95 for an SA).
Conversion of company form. Requires a commissaire à la transformation (Article 36 of Law 17-95), a special meeting, filing and publication.
Amendment of articles of association. Any amendment requires an EGM resolution, filing at the greffe, OMPIC notification and JAL publication.
Dissolution and liquidation. Decided by EGM, with appointment of a liquidator, publication and filing. Typically takes six to eighteen months.
5. Registered Office and Domiciliation
Every Moroccan company must maintain a registered office (siège social) in Morocco. For foreign-owned entities without physical premises, domiciliation through a licensed agent is the standard solution.
Domiciliation contracts are regulated by Law No. 89-17 (published in the Bulletin Officiel No. 6745 of 21 January 2019), which amended the Commercial Code (Law No. 15-95) by adding Title VIII, "Domiciliation" (Articles 544-1 to 544-11). The implementing Decree No. 2-20-950 of 26 July 2021 sets the official template for domiciliation contracts.
The domiciliataire must provide equipped premises and a meeting room, verify the identity of each domiciled company, maintain an individual file per entity and transmit an annual list of domiciled companies to the DGI and the Trésorerie Générale by 31 January each year. Under Article 544-4 of the Commercial Code, the domiciliataire bears joint and several liability for the taxes and duties of the domiciled company if it fails to meet these obligations.
Where a parent and subsidiary share premises, a written agreement suffices and no formal domiciliation contract is required. Korte Law provides domiciliation services from its offices in Rabat and Casablanca for entities that do not maintain their own premises.
6. Interfaces We Coordinate but Do Not Replace
Corporate housekeeping touches several professional disciplines. We coordinate timing and document flow with each, but we do not provide accounting, audit or tax-filing services.
- Expert-comptable and commissaire aux comptes: we align the preparation of annual accounts with the AGO timetable and ensure that signed financial statements reach the greffe within the statutory filing window.
- Tax and CNSS declarations: coordinated with the entity's expert-comptable to ensure consistency between the accounts filed at the greffe and the tax returns submitted to the DGI.
- Office des Changes: every foreign investment must be registered with the Office des Changes via an authorised intermediary bank at the time of capital injection. Under IGOC 2024 (effective 2 January 2024), dividends to non-resident shareholders are freely transferable in foreign currency through authorised banks, provided the investment is duly registered. Directors' fees are transferable after tax under Article 150 of IGOC 2024. We prepare the corporate documentation for dividend repatriation and liaise with the bank.
- Work-permit renewals: we coordinate the corporate-side documentation for expatriate managers' residence and work permits.
7. Online or on Site
The day-to-day relationship with the parent company runs remotely. Documents are prepared, reviewed and approved electronically in English, German or French. Where Moroccan law permits, we use qualified electronic signatures issued by a PSCo approved by the DGSSI under Law No. 43-20 on trust services for electronic transactions.
Certain formalities still require a physical presence in Morocco:
- Court registry filings at the greffe of the tribunal de commerce
- Notarial acts (actes notariés)
- Bank formalities: account opening, signature cards, foreign-investment registration
- Physical corporate registers (share register, pre-numbered minute books)
Korte Law covers all physical-presence requirements from its offices in Rabat and Casablanca, so that neither the parent company nor its expatriate managers need to travel for routine corporate formalities.
8. Why a Law Firm
Corporate housekeeping can be performed by a range of service providers. There are specific reasons to use a law firm:
- Professional privilege (secret professionnel): all communications and documents are protected by attorney-client privilege under Moroccan law.
- Liability advice attached to the paperwork: a law firm identifies legal risks in corporate changes, not just processes forms. When a share transfer triggers a change-of-control clause or a capital reduction affects regulatory thresholds, the issue is flagged before the filing is made.
- Conflict-checked: every engagement is subject to professional conflict-of-interest checks.
- Contract review: the underlying documents that trigger corporate changes — share purchase agreements, shareholders' agreements, loan agreements — are reviewed by the same team.
- Single counterpart: the parent's legal department deals with one point of contact for corporate housekeeping, legal advice and transactional support, in English, German or French.
9. Compliance Calendar for a Moroccan SARL Owned by a Foreign Parent
The table below sets out the principal recurring obligations for a Moroccan SARL with a 31 December financial year-end. An SA or SAS follows a similar cycle, with minor differences in filing deadlines and auditor requirements.
| Deadline | Obligation | Legal Basis | Who Acts |
|---|---|---|---|
| 1 January | Start of new financial year | — | Gérant |
| 31 January | Domiciliataire transmits annual list of domiciled companies to DGI / Trésorerie Générale | Art. 544-4, Commercial Code (Law 89-17) | Domiciliataire |
| 31 March | Filing of corporate tax return (IS) for previous financial year | Code Général des Impôts | Expert-comptable |
| 31 March | Annual declaration / confirmation to Registre des Bénéficiaires Effectifs (RBE) | Law 12-18; implementing decree | Gérant / Counsel |
| Before 30 June | AGO: approval of accounts, allocation of results, appointment of auditor if threshold met | Art. 10, Law 5-96 | Gérant / Counsel |
| Within 30 days of AGO | Filing of approved accounts and AGO minutes at greffe of tribunal de commerce | Law 5-96 | Counsel |
| Within 30 days of AGO | Publication of allocation of results in journal d’annonces légales | Law 5-96 | Counsel |
| After AGO | Dividend distribution: withholding-tax payment, repatriation through authorised bank, Office des Changes documentation | CGI; IGOC 2024 | Expert-comptable / Bank / Counsel |
| 31 December | Year-end: prepare for closing of accounts | Law 9-88 (accounting obligations) | Expert-comptable |
| Ongoing | Update OMPIC / Registre de Commerce for any corporate change (within 30 days of the event) | Commercial Code | Counsel |
| Ongoing | Beneficial-ownership declarations: within one month of any change | Law 12-18; implementing decree | Gérant / Counsel |
10. How an Engagement Starts
Corporate health check. We begin with a review of the entity’s registers, filings, minutes, articles of association, beneficial-ownership declarations, OMPIC records and domiciliation status to establish whether the entity is in good standing and to identify any gaps.
Gap analysis and remediation plan. Where the health check reveals outstanding items — missed filings, unsigned minutes, an out-of-date beneficial-ownership declaration — we prepare a remediation plan with a clear timetable and priority ranking.
Annual retainer. Once the entity is in good standing, we propose an annual retainer covering the full compliance cycle, together with an agreed scope for ad hoc corporate changes. The retainer ensures that every deadline is tracked, every filing is made on time and the parent company receives a single annual compliance report.
To discuss your requirements, please contact our Rabat or Casablanca office.