Merger Control in Morocco: Thresholds, Procedure and Enforcement (2026 Guide)
Thresholds, Procedure and Enforcement
2026 Guide
Morocco’s merger control regime has undergone significant reform. Law No. 104-12 on the Freedom of Prices and Competition, as amended by Law No. 40-21 (25 November 2022), together with Decree No. 2-23-273 (22 May 2023) and the Competition Council’s Guidelines of December 2023 (French version 14 February 2024), now form a mature, EU-aligned pre-closing notification framework. This guide provides the definitive reference for practitioners handling transactions with a Moroccan nexus.
Note: Many international guides still cite the pre-2023 thresholds (MAD 750 million combined worldwide / MAD 250 million combined Moroccan). Those thresholds were replaced by Decree 2-23-273 effective 24 May 2023. The figures in this guide reflect the current law.
Core Legal Framework
- Law No. 104-12 of 30 June 2014 on the Freedom of Prices and Competition (“Competition Law”), as amended by Law No. 40-21 of 25 November 2022.
- Decree No. 2-14-652 of 1 December 2014, as amended by Decree No. 2-23-273 of 22 May 2023 (published Official Gazette 23 May 2023, in force 24 May 2023).
- Competition Council Guidelines on the Control of Economic Concentration Transactions, published 11 December 2023 (French version dated 14 February 2024).
- Law No. 20-13 relating to the Competition Council, as amended by Law No. 41-21 of 25 November 2022.
What Is a Concentration?
Under Articles 11 and 12 of Law 104-12, a concentration arises where:
- Two or more previously independent undertakings merge;
- One or more persons already controlling at least one undertaking acquire direct or indirect control of the whole or parts of one or more other undertakings (sole or joint control); or
- A full-function joint venture is created that performs all functions of an autonomous economic entity on a lasting basis.
Only full-function JVs are caught. The Competition Council requires the JV to: (i) have sufficient resources to operate independently in a market; (ii) carry out activities beyond a specific function for its parent companies; (iii) not depend on parent companies for a substantial part of its sales or purchases; and (iv) have access to a market. A JV whose sales are exclusively to its parents, or which does not act as an independent economic actor, falls outside the scope.
Anti-Circumvention Rule
The Competition Council aggregates repeated transactions between the same parties within two consecutive years and treats them as a single concentration for threshold calculation purposes. This mirrors the EU approach and is designed to prevent deal-splitting to stay below thresholds.
Notification Thresholds (Post-May 2023)
Since 24 May 2023, notification is mandatory if any one of three alternative thresholds is met (Article 8 of Decree No. 2-14-652 as amended by Decree 2-23-273):
Key practice point on Threshold (c): Under the December 2023 Guidelines, even if only one party (e.g., the target) holds >40% market share and the transaction does not add any share overlap, notification is still required.
Worked Examples
Example 1 – Threshold (a): A Swiss company (global turnover MAD 10 billion) acquires a French company (global turnover MAD 500 million). The French target has a Moroccan subsidiary generating MAD 60 million. Combined worldwide turnover = MAD 10.5 billion > MAD 1.2 billion; one party has MAD 60 million > MAD 50 million in Morocco. Notification required.
Example 2 – Threshold (b): Two Moroccan companies merge: Company A has MAD 250 million in Morocco; Company B has MAD 200 million. Combined Moroccan turnover = MAD 450 million > MAD 400 million; both exceed MAD 50 million individually. Notification required.
Example 3 – Threshold (c): A company acquires a target holding 45% of a Moroccan product market. The acquirer has zero market share in Morocco. The target alone exceeds the 40% threshold. Notification required.
Example 4 – Below thresholds: A UK company (worldwide turnover MAD 800 million) acquires a German company with MAD 30 million in Moroccan turnover. Combined worldwide = MAD 830 million (< MAD 1.2 billion); Moroccan turnover = MAD 30 million (< MAD 50 million). Market share < 40%. No notification required.
Foreign-to-Foreign Deals and Local Nexus
The December 2023 Guidelines introduced a local nexus test with remarkably broad reach. Notification is mandatory where the target has any “connection to Morocco,” even if Moroccan turnover thresholds are technically met but the target generates no Moroccan revenue. Connections include:
- Revenue in Morocco (even below MAD 50 million)
- Moroccan assets or subsidiaries
- Supplies procured from Morocco
- Horizontal or vertical links between the target and the acquirer group in Morocco
- Registered trademarks or patents in Morocco
The Competition Council has stated: "Clearance is required if the target has direct, indirect, horizontal or vertical legal or commercial links with Morocco, even if the target itself does not generate any turnover in Morocco."
Decisional Practice
- Kohler/Platinum Equity (December 2023): Notification required — target had operations in Morocco.
- Smulders/Meyer Neptun JV (January 2024): Notification NOT required — JV was not active in Morocco, had no plans to enter, and there was no vertical or horizontal relationship with the parties' Moroccan activities.
- Lufthansa Technik/LG-LHT (June 2024): Purely German companies, but notification required under the local nexus test.
In case of doubt, the Guidelines recommend consulting the Instruction Services of the Competition Council by presenting a summary of the proposed transaction and supporting documents (paragraph 7 of Article 8 of Decree 2-14-652). Parties receive written confirmation if no notification is required. There is no formal pre-notification procedure.
Filing Timeline and Documents
Notification must be filed before completion, as soon as the parties can present a sufficiently concrete file — in particular upon entering into an agreement in principle, signing a letter of intent, or at the announcement of a public offer.
The notification file must include:
- Full identification of the parties and their corporate groups
- Detailed description of the transaction structure
- Analysis of affected markets, including market definitions
- Market shares and competitive conditions
- Horizontal overlaps and vertical relationships
Notification Fee
Introduced by Decree 2-23-273, Article 2:
- Standard procedure: 1% of transaction value, minimum MAD 20,000 (~EUR 1,800), maximum MAD 150,000 (~EUR 14,000).
- Expedited procedure: Fee cap doubled to MAD 300,000 (~EUR 28,000).
- If parties do not provide the transaction value, the maximum fee applies.
- Fee payable within one month of the Competition Council's decision.
- No fee is due if the Competition Council determines the transaction was not notifiable.
Review Procedures and Timelines
Standstill Obligation and Derogation
Under Article 12 of the Competition Law, filing has a suspensive effect: parties cannot implement the concentration until clearance is obtained. Article 14 allows parties to apply for a derogation for "duly motivated need," permitting implementation of all or part of the transaction before clearance. Derogations have been granted in practice (e.g., Delfingen Industries, August 2020; CMA CGM, April 2022). There is no specific exemption for public takeover bids.
Remedies and Commitments
The Competition Council may accept structural or behavioral commitments at both Phase I and Phase II stages. For example, the Sika/MBCC transaction was cleared on 29 September 2022 subject to commitments following a Phase II in-depth investigation.
Sanctions and Enforcement
Under Article 19 of the Competition Law:
- Legal entities: Fines up to 5% of pre-tax Moroccan turnover of the most recently completed financial year, plus the turnover of the acquired company for the same period.
- Individuals: Fines up to MAD 5 million (~EUR 460,000).
- Providing wrong or incomplete information may result in failure-to-file fines and withdrawal of the clearance decision.
Key Enforcement Actions
- Sika AG/Financière Dry Mix Solutions (April 2022): First-ever gun-jumping fine — MAD 11,670,215 (~EUR 1.07 million) for failure to notify the acquisition of a French company with Moroccan operations.
- LSF11 Skyscraper / LSF10 Flavum Holdings (September 2022): Two separate fines of MAD 10.6 million each for failure to notify.
Trend: The Competition Council increasingly scrutinizes past transactions retrospectively, underlining the importance of filing compliance even where transactions have already closed.
Interplay with Sector Regulators
- ANRT (telecommunications): Law No. 24-96 authorizes ANRT to enforce concentration control in telecoms. Telecoms transactions are filed with ANRT, not the Competition Council.
- Bank Al-Maghrib (banking): The Competition Council must seek the prior opinion of Bank Al-Maghrib before deciding on transactions involving financial institutions (cooperation agreement signed 2019).
- ACAPS (insurance and social welfare): Cooperation agreement with the Competition Council signed in 2021.
- AMMC (capital markets): Cooperation agreement with the Competition Council signed in 2021.
Article 109 of the Competition Law provides that, unless the relationship between the Competition Council and a sector regulator is addressed in that regulator's constitutive texts, the Competition Council will exercise jurisdiction over all sectors from a date to be defined by future regulation.
Interplay with EU Merger Control
Morocco's 2023 reform was explicitly designed to align the regime with EU law. Under the Euro-Mediterranean Agreement and Decision No. 1/2004 of the EU-Morocco Association Council (19 April 2004), there is a mechanism for cooperation between the Competition Council and EU competition authorities.
- Multi-jurisdiction deals may require parallel filings in Morocco and with the European Commission (or EU Member States).
- Moroccan and EU thresholds are independent: meeting EU thresholds does not exempt from Moroccan filing, and vice versa.
- The anti-circumvention rule (aggregating deals within two years) mirrors the EU approach under the EUMR.
- Practitioners should factor Moroccan filing timelines (60-day Phase I) into overall deal timetables, particularly given the standstill obligation.
Practical Checklist for Dealmakers
- Check all three alternative thresholds (worldwide turnover, Moroccan turnover, market share) — only one needs to be met.
- For foreign-to-foreign deals: Assess whether the target has any connection to Morocco (even indirect — trademarks, suppliers, vertical links).
- If in doubt, consult the Competition Council's Instruction Services before filing.
- File before closing — as soon as agreement in principle, LOI, or public bid announcement.
- Consider the simplified procedure for transactions with no competition concerns in Morocco.
- Consider the expedited procedure if timing is critical (doubled fees apply).
- Budget for the notification fee (1% of deal value, capped at MAD 150,000 standard / MAD 300,000 expedited).
- Factor in the 60-day Phase I period plus possible extensions when planning the deal timetable.
- Check sector-specific approvals: ANRT for telecoms, Bank Al-Maghrib for banking, ACAPS for insurance.
- For multi-jurisdiction deals: Coordinate Moroccan filing with EU and other jurisdictions; the standstill obligation applies independently.
- Beware the anti-circumvention rule: Transactions between the same parties within two years are aggregated for threshold purposes.
- Do not close before clearance — gun-jumping fines can reach 5% of Moroccan turnover (see Sika, April 2022).
This guide is current as of September 2026 and is provided for informational purposes only. It does not constitute legal advice. For advice on a specific transaction, please contact our competition law team.