The Mohammed VI Investment Fund: A Legal Guide for Co-Investors and Foreign Partners
1. What the Fund Is
The Fonds Mohammed VI pour l’Investissement (FM6I) is Morocco’s sovereign investment fund, established by Law No. 76-20 of 31 December 2020 (promulgated by Dahir n° 1-20-103 of 31 December 2020). Its organizational and operating modalities were set by Decree No. 2-21-67 of 19 February 2021, approved in Council of Government on 4 February 2021.
FM6I is structured as a société anonyme (joint-stock company) wholly owned by the Moroccan State. Its initial fully-paid share capital is MAD 15 billion (approximately USD 1.5 billion). The Fund aims to mobilize an additional MAD 30 billion from institutional partners—including the International Finance Corporation (IFC) and the African Development Bank—to generate a total investment envelope of MAD 120–150 billion (approximately USD 12–15 billion).
FM6I was a central pillar of Morocco’s post-COVID economic recovery plan, announced by King Mohammed VI in July 2020, with the overarching objective of catalyzing MAD 550 billion in private investment and creating 500,000 jobs by 2026. The Fund became operational in 2023, holding its first Board meeting in early 2023.
2. Structure and Governance
Board and Committees
FM6I is governed by a Board of Directors supported by three specialized committees: the Audit Committee, the Strategy and Investment Committee, and the Nomination, Remuneration and Governance Committee.
Leadership
Mohamed Benchaâboun (former Minister of Economy and Finance) served as founding Director General. On 12 May 2025, King Mohammed VI appointed Nezha Hayat—former Chair of the Moroccan Capital Markets Authority (AMMC)—as Director General. She was formally installed on 15 May 2025. Nezha Hayat is the current CEO/Director General.
Thematic and Sectoral Sub-Funds
In July 2025, FM6I selected 14 Moroccan and international management companies to manage thematic and sectoral sub-funds with a combined envelope of MAD 19 billion. This mobilized MAD 14.5 billion in private capital alongside MAD 4.5 billion injected by FM6I itself. Seven of the sub-funds are “generalist” funds segmented by investment ticket size (SMEs through larger corporates); the remainder are sectoral or thematic.
The 2023–2026 Action Plan
Per the report on public establishments and enterprises accompanying the 2024 Finance Bill (PLF-2024), FM6I’s action plan provides for an investment volume of MAD 120 billion over 2023–2026, with priorities aligned to private investment promotion and national sovereignty in energy, food, and water.
3. Sectors and Instruments
Target Sectors
FM6I intervenes across the following priority sectors:
• Industry and manufacturing
• Innovation and startups (fintech, healthtech, agritech, cleantech)
• Agriculture and agro-industry
• Sustainable energy and water infrastructure
• Tourism (including via the dedicated “CapHospitality” mechanism)
• SMEs (via the “CapAcces” subordinated-credit mechanism and generalist sub-funds)
Investment Instruments
FM6I deploys capital through equity participations, quasi-equity (subordinated loans and instruments), co-investment alongside private partners, and fund-of-funds structures. In direct investments (large-scale or strategically significant projects), FM6I generally takes a minority stake of up to approximately 33%. As of end-2024, the subordinated-credit mechanism alone had granted MAD 368 million in subordinated credits, generating MAD 2.35 billion of investment and close to 1,900 jobs.
Recent Transactions
Energy and water infrastructure (May 2025): A consortium composed of Taqa Morocco, Nareva Holding, and FM6I signed a Morocco–UAE strategic partnership with the Moroccan government and ONEE (National Electricity and Drinking Water Office) for a total investment of approximately MAD 130 billion through 2030. The program includes five desalination plants (targeting 900 million m³/year of desalinated water), an 800 million m³ “water highway” interconnection between the Sebou and Oum Er-Rbia river basins, 1,200 MW of renewable wind capacity, and a 3,000 MW HVDC transmission line between Dakhla and Casablanca. The program is expected to create more than 25,000 jobs.
International partnerships: FM6I has partnered with the IFC (2023) to identify and finance sustainable infrastructure projects, and signed a 2025 letter of intent with the African Development Bank to mobilize additional private financing.
Startup fund (2024): A dedicated startup initiative launched with Caisse de Dépôt et de Gestion (CDG) and the Ministry of Digital Transition attracted 47 candidate applications across fintech, healthtech, agritech, and cleantech.
4. How a Foreign Partner Engages
The OPCC Regime
Much of FM6I’s sub-fund activity is channeled through Morocco’s OPCC regime (Organismes de Placement Collectif en Capital), governed by Law No. 41-05 as amended by Law No. 58-22. Law 58-22 introduced a new category of OPCC reserved for professional investors with simplified operating rules (OPCC-RFA), streamlined licensing procedures (with authority partly transferred to the AMMC), clearer dissolution/liquidation frameworks, and provisions allowing OPCCs to grant loans under relaxed management rules.
Eligibility and Process
Foreign investors typically engage with FM6I through one of the following channels:
- Subscribing as a limited partner (or co-investor) in one of FM6I’s 14 thematic or sectoral sub-funds, each managed by a licensed OPCC management company.
- Proposing a direct co-investment in a large-scale project alongside FM6I, where the Fund takes a minority equity or quasi-equity position.
- Partnering through a fund-of-funds structure for diversified sectoral exposure.
Management companies of FM6I sub-funds are licensed and supervised by the AMMC. The Fund looks for partners bringing a bankable project aligned with Morocco’s strategic priorities, demonstrable sectoral expertise, committed co-financing capacity, and credible job-creation potential.
5. Interaction with Other Regimes: Stacking Public Support
A foreign co-investor partnering with FM6I or one of its sub-funds on a qualifying project can, in principle, layer multiple public-support mechanisms, subject to each regime’s eligibility conditions:
- Investment Charter (Framework Law No. 03-22, 2022): Provides common investment premiums (5–10% of eligible CAPEX based on job creation), territorial premiums (10–15% for 60 of Morocco’s 75 provinces), and sectoral premiums (5–10% for priority sectors). Total direct grants can reach up to 30% of eligible investment, cumulable with VAT exemption on investment goods (36 months), corporate tax reductions, professional tax exemption (5 years), and reduced customs duties.
- Casablanca Finance City (CFC, Law No. 44-10 as amended): A distinct regime for financial-services companies and regional/Africa-focused headquarters, offering its own tax and regulatory advantages, potentially combinable with other incentives for eligible entities.
- Industrial Acceleration Zones (ZAI): The successor to Morocco’s former free export zones, platforms such as Tanger Free Zone and Atlantic Free Zone (Kénitra) offer customs and tax benefits for qualifying manufacturing activities.
Structuring a project to benefit from FM6I co-investment alongside Investment Charter grants and ZAI or CFC status requires careful legal coordination to meet each regime’s investment-convention requirements with the Moroccan State.
6. Practitioner Insights
- Identify the right entry point. FM6I operates through 14 distinct sub-funds, each managed by a different management company. Engage with the sub-fund manager whose sectoral mandate and ticket size align with your project.
- Align with OPCC structuring and Office des Changes formalities. Co-investments are typically structured as OPCC or OPCC-RFA vehicles. Foreign investors must also satisfy Office des Changes foreign-exchange requirements for capital contributions, repatriation of returns, and reporting.
- FM6I is a catalyst, not a sole financier. The Fund takes minority positions and expects partners to bring committed co-financing. A bankable project with a clear business plan, identified co-financiers, and measurable impact (jobs, technology transfer, or sovereign-sector contribution) is a prerequisite.
- Governance and reporting expectations. FM6I sub-funds operate under AMMC supervision with institutional-grade governance. Partners should expect formal reporting obligations, investment-committee oversight, and compliance with OPCC regulatory requirements.
- Realistic timelines. From initial engagement to fund closing or co-investment agreement, foreign partners should anticipate 6–12 months for sub-fund subscription and potentially longer for bespoke direct co-investments requiring government-level investment conventions.
7. Frequently Asked Questions
Can a foreign company invest directly in FM6I itself?
No. FM6I is wholly state-owned. Foreign investors participate through co-investment in FM6I’s projects or by subscribing to one of its thematic or sectoral sub-funds managed by licensed OPCC management companies.
What minimum investment ticket applies to the sub-funds?
Ticket sizes vary by sub-fund. The seven generalist funds are segmented by investment size, from SME-focused vehicles (lower tickets) to large-cap funds. Minimum commitments are set by each sub-fund’s management company and disclosed in its offering documentation.
Is there a sectoral restriction on foreign participation?
Morocco’s foreign-investment regime is generally open, but certain regulated sectors (e.g., banking, insurance, telecoms, agriculture in specific zones) may require additional authorizations. The OPCC-RFA structure reserved for professional investors simplifies regulatory requirements for qualifying institutional participants.
Can Investment Charter grants and FM6I co-investment be combined on the same project?
In principle, yes. A qualifying project may benefit from FM6I equity or quasi-equity participation alongside Investment Charter grants and, where applicable, ZAI or CFC advantages. Each regime’s eligibility conditions and investment-convention requirements must be independently satisfied.