Mergers, Acquisitions and Transaction Advisory in Morocco: A Legal Guide for Foreign Buyers
Korte Amereller | Practice Guide
1. The M&A Landscape in Morocco
Morocco has established itself as one of Africa's most attractive destinations for foreign direct investment. According to UNCTAD's World Investment Report 2025, FDI inflows rose approximately 55% in 2024 to about USD 1.64 billion, up from roughly USD 1.05 billion in 2023. The country's total inward FDI stock stands at approximately USD 69.3 billion, with France (30.8%), the UAE (17.9%), Spain (8.5%), and the United States (6.3%) among the leading source countries.
Foreign buyers typically pursue acquisitions in Morocco for three principal reasons. First, Morocco offers direct access to a growing domestic consumer market and serves as a gateway to Francophone and Sub-Saharan Africa. Second, the country is positioning itself aggressively as a nearshoring platform for European supply chains, anchored by the Tanger Med port and industrial complex, with major investments in automotive, EV battery, aerospace, and textile manufacturing (Morocco announced over USD 10 billion in investments in 2023 for an integrated EV and battery manufacturing chain alone). Third, certain targets hold scarce regulated licenses or concessions (banking, telecoms, mining, energy) that cannot readily be obtained de novo.
Common transaction structures include outright share acquisitions (cession de parts sociales or d'actions), joint ventures between foreign investors and local industrial or family partners, and minority investments with governance rights. Asset deals (cession de fonds de commerce) are less frequent but arise where the buyer seeks to acquire only the operating business without historical liabilities.
Morocco benefits from an Association Agreement with the EU, a Free Trade Agreement with the United States (eliminating tariffs on over 95% of qualifying goods), 72 ratified bilateral investment treaties, and 62 double-tax treaties as of 2024.
2. Share Deal vs. Asset Deal
The choice between a share deal and an asset deal in Morocco involves legal and fiscal trade-offs.
Share deal. The buyer acquires the equity interests (parts sociales in a SARL, or actions in an SA) and thereby assumes all assets, liabilities, contracts, and employees of the target by operation of law. Since the 2018 Finance Law, ordinary share transfers in non-real-estate-preponderant companies benefit in principle from an exemption from registration duties. However, the 2026 Finance Law (Law 50-25) conditions this exemption on the seller providing an attestation de non-preponderance immobiliere. Shares in real-estate-preponderant companies are subject to registration duty at 5% (reduced from 6% by the 2026 Finance Law).
Asset deal (fonds de commerce). The buyer acquires specified assets (goodwill, contracts, inventory, equipment) without assuming undisclosed liabilities. Registration duties on the transfer of a fonds de commerce range from approximately 1.5% to 6% depending on the value and nature of the assets. An asset deal also requires compliance with creditor-notification and opposition procedures.
In practice, share deals dominate cross-border M&A in Morocco, particularly where the target holds regulatory licenses (which typically cannot be transferred outside a share sale) or where the parties wish to avoid the higher registration duties and procedural complexity of a fonds de commerce transfer.
3. Legal Due Diligence
A thorough legal due diligence exercise in Morocco typically covers the following areas:
Corporate. Bylaws (statuts), share registers, shareholder resolutions, board minutes, and extracts from the Registre du Commerce (RC) maintained by OMPIC.
Contracts. Material commercial agreements, supplier and customer contracts, lease agreements, and any change-of-control clauses.
Real estate and land title. Conservation fonciere records, titre foncier (registered title) status, encumbrances, and the distinction between formally titled property and informally held land (melkia).
Employment. Employment contracts, collective bargaining agreements, CNSS social security compliance, and pending labor disputes.
Litigation, tax, and regulatory. Outstanding or threatened proceedings, tax compliance history, and status of all required permits and licenses.
Practical challenges are common. The commercial registry is decentralized and records may be incomplete or outdated. Land registry (conservation fonciere) searches can involve delays, particularly for non-titled or informally documented parcels. Privately held and family-owned SMEs frequently maintain informal records, making verification of historical compliance and liabilities more demanding.
4. Foreign Investment and Exchange Control
Foreign investment in Morocco is governed by the Investment Charter (originally Law 18-95, reformed in 2022) and the regulations of the Office des Changes, notably the Instruction Generale des Operations de Change (IGOC), most recently updated effective January 2026.
Any investment financed in foreign currency and properly declared to the Office des Changes benefits from the convertibility regime (also referred to as the transferability guarantee). This regime permits the free repatriation of invested capital, income (dividends, interest), and capital gains upon sale or liquidation, in convertible foreign currency. To preserve traceability for future repatriation, investment funds must generally flow through a compte convertible (convertible dirham account).
If the investment was not properly registered or financed in foreign currency, repatriation may only occur via a compte a terme convertible, with proceeds released in four annual tranches of 25% each (the first tranche released only after one year). This makes proper structuring and registration at the outset critical.
On a sale, if the purchase price is settled outside Morocco, the acquirer inherits the seller's convertibility status. Withholding tax on outbound transfers is typically required before bank processing (illustrative rates: approximately 15% for corporate shareholders and 10% for individuals, subject to relief under applicable double-tax treaties). Morocco is a party to the ICSID Convention, providing access to investor-state arbitration.
5. Merger Control
Morocco's merger control regime is governed by Law No. 104-12 on the Freedom of Prices and Competition, as amended by Law No. 40-21 (in force since May 2023), and administered by the Competition Council (Conseil de la Concurrence), which became fully operational in December 2018.
A concentration must be notified if any one of three alternative thresholds is met: (1) combined worldwide turnover of all parties exceeds MAD 1.2 billion (approximately EUR 110 million), and at least one party has Moroccan turnover exceeding MAD 50 million; (2) combined Moroccan turnover of at least two parties is at least MAD 400 million, with at least two parties each having Moroccan turnover of at least MAD 50 million; or (3) the transaction results in a combined market share exceeding 40% in Morocco.
Notification is mandatory and has suspensory effect: the transaction cannot be completed before clearance. Closing before clearance (gun-jumping) risks the transaction being declared null and void, with fines of up to 5% of Moroccan turnover for legal entities. Enforcement is active; the Competition Council fined Sika AG in April 2022 and Viatris in November 2024 (approximately MAD 7.58 million) for failure to notify.
December 2023 guidelines introduced a local nexus test (the transaction must be capable of affecting a Moroccan market) and a simplified fast-track procedure for no-issue cases. A filing fee of 1% of the transaction value applies (minimum MAD 20,000, capped at MAD 150,000 for standard review or MAD 300,000 for expedited review). The regime follows a two-phase review structure influenced by EU merger control.
6. Sector Approvals
Acquisitions in regulated sectors require prior change-of-control approval from the relevant sectoral regulator, in addition to any merger control clearance:
Banking and credit institutions: Bank Al-Maghrib approval, following the opinion of the Credit Institutions Committee.
Insurance: Autorite de Controle des Assurances et de la Prevoyance Sociale (ACAPS).
Telecommunications: Agence Nationale de Reglementation des Telecommunications (ANRT).
Capital markets: Autorite Marocaine du Marche des Capitaux (AMMC).
Energy and mining: Specific rules apply; notably, ONHYM holds a mandatory 25% stake in hydrocarbon exploration and development permits.
Media and audiovisual: Haute Autorite de la Communication Audiovisuelle (HACA).
Buyers should map all applicable sectoral consents early in the transaction timeline, as processing times and documentary requirements vary considerably across regulators.
7. Structuring and Tax
Key tax considerations for foreign buyers include registration duties, capital gains tax, and holding-structure optimization.
Registration duties. As noted, share transfers in non-real-estate-preponderant companies are exempt in principle (subject to the 2026 attestation requirement). Shares in real-estate-preponderant companies attract a 5% duty. Fonds de commerce transfers attract duties of approximately 1.5% to 6%.
Capital gains. Disposal of shares in real-estate-preponderant entities may be taxed under the TPI (taxe sur les profits immobiliers) regime at 20% of net gain with a 3% minimum, per recent DGI guidance. Non-resident companies are generally exempt from capital gains on the sale of shares listed on the Casablanca Stock Exchange (excluding real estate companies). A reinvestment incentive (70% deduction on net capital gains from disposal of fixed assets) has been extended to 2030 by the 2025 Finance Law.
Casablanca Finance City (CFC). CFC status is available to holding companies, regional headquarters, and financial and professional service providers. CFC companies benefit from a corporate tax exemption for the first five fiscal years from grant of status, followed by a reduced rate (regional headquarters are taxed at 10% from year one; other CFC companies benefit from a reduced rate that varies by category and applicable Finance Law). CFC companies also enjoy exemptions from certain foreign exchange controls. Buyers considering an intermediate holding structure should evaluate CFC eligibility early in the structuring process.
8. Employment on a Transfer
Article 19 of the Moroccan Labour Code (Law No. 65-99) provides that, in the event of a change in the legal situation of the employer (including a sale, merger, or change of ownership of the business), all employment contracts in effect on the date of the change continue automatically between the new employer and the employees, preserving accrued rights such as seniority and benefits. This mechanism is comparable in effect to the EU's Transfer of Undertakings (TUPE) rules.
Buyers should conduct social-liability due diligence covering CNSS contribution compliance, outstanding wage and severance liabilities, collective bargaining agreements, pending labor disputes, and any undisclosed informal employment arrangements. This is particularly important for SME and family-owned targets, where informal practices (unregistered employees, unreported overtime) can give rise to material contingent liabilities.
9. The Share Purchase Agreement
Moroccan share purchase agreements (SPAs) typically follow international drafting conventions (often French-influenced or English-law-inspired) adapted to local formalities. Key provisions include:
Conditions precedent: Competition Council merger clearance, sector regulator consents, corporate approvals, third-party consents (change-of-control clauses), Office des Changes registration, and no material adverse change.
Representations and warranties: Corporate standing, title to shares, accuracy of financial statements, tax and social security compliance, litigation, environmental and real estate matters, employment, and compliance with law.
Price adjustment and escrow: Locked-box or completion accounts mechanisms; earn-out provisions where appropriate; escrow arrangements (typically held with a Moroccan or international bank) to secure indemnification claims.
Indemnification: Specific indemnities for identified risks, general warranty claims subject to caps, de minimis thresholds, and limitation periods.
Governing law and dispute resolution: International arbitration (ICC, or CIMAR in Casablanca) is a common and generally reliable route for cross-border transactions. Moroccan courts retain jurisdiction in certain matters. Non-compete and non-solicit clauses are enforceable if proportionate (typically capped at one year and a reasonable geographic scope).
10. Signing, Closing and Post-Closing
Upon signing, the parties typically enter a period during which conditions precedent are satisfied (regulatory clearances, corporate approvals, third-party consents). Closing follows satisfaction or waiver of all conditions.
Post-closing formalities include: registration of the share transfer deed with the tax authorities (generally required within approximately 30 days to avoid late-registration penalties); update of the company's bylaws and shareholder register; filing with the commercial court registry (Registre du Commerce) and OMPIC to reflect changes in shareholders, directors, or corporate form; notification to the Office des Changes for foreign investment declaration purposes (to preserve the new investor's transferability guarantee); and notification to CNSS and tax authorities of any employer-related changes.
Integration steps typically follow: management transition, contract novation or notification to key counterparties, IT and systems integration, and alignment with the buyer's compliance and reporting framework.
Frequently Asked Questions
Can a foreigner acquire 100% of a Moroccan company?
Yes. There is no general restriction on foreign ownership of Moroccan companies. A foreign buyer may acquire 100% of the shares in an SA or SARL, subject to sector-specific rules (for example, hydrocarbon permits require ONHYM to hold a 25% stake). The investment must be properly registered with the Office des Changes to benefit from the transferability guarantee.
Is merger clearance required for my transaction?
Merger notification is mandatory if any one of three alternative thresholds is met (worldwide turnover, domestic turnover, or market share). The filing has suspensory effect: closing before clearance is prohibited and can result in nullity and significant fines. Even foreign-to-foreign transactions with a Moroccan nexus may trigger the obligation.
How long does a typical M&A transaction take in Morocco?
Timelines vary depending on deal complexity, regulatory approvals, and due diligence scope. A straightforward share acquisition without sector approvals can complete in two to four months from signing of a letter of intent. Transactions requiring Competition Council clearance and sector approvals may take four to eight months or longer.
Can I pay the seller in foreign currency?
Yes, provided the transaction is structured to comply with exchange control regulations. The purchase price may be settled outside Morocco in foreign currency; in that case, the acquirer inherits the seller's convertibility status. Alternatively, payment may be made in dirhams through a convertible account. Proper structuring at the outset ensures the buyer's ability to repatriate future proceeds.
How Korte Amereller Can Help
Korte Amereller is a German-Moroccan business law firm with offices in Rabat, Casablanca, Berlin, and Paris. Our team advises foreign buyers, including German and European corporates, private equity sponsors, and financial investors, on all phases of Moroccan M&A transactions: from initial structuring and legal due diligence through regulatory clearances (merger control, sector approvals, Office des Changes registration), SPA negotiation, signing, closing, and post-closing integration. Our practice draws on fluency in both German/European and Moroccan legal frameworks and business culture, enabling us to bridge the practical, legal, and cultural dimensions that determine transaction success in this jurisdiction.
This article is for informational purposes only and does not constitute legal advice. The law and its application may have changed since publication. For advice on a specific matter, please contact the authors.