Morocco's Investment Charter (Law 03-22): Grants and Incentives for Foreign Investors
Introduction: What Is the Investment Charter?
Morocco’s new Investment Charter, enacted as Framework Law No. 03-22, was promulgated on December 9, 2022, and published in the Official Bulletin (No. 7152) on December 12, 2022. It replaces the prior Investment Charter established under Law 18-95 of October 1995, which had governed Morocco’s investment incentive framework for nearly three decades.
The Charter’s implementing decrees were published in December 2023, giving the new regime operational effect. The three principal decrees are: Decree No. 2-23-1, which details the investment support schemes; Decree No. 2-23-2, which establishes the National Investment Commission and regional commissions; and Decree No. 2-23-3, which sets the classification criteria for provinces and prefectures eligible for the territorial grant.
The stated policy objectives are ambitious: the government targets the mobilization of more than MAD 550 billion in private investment and the creation of 500,000 jobs within the first four years of the Charter’s operation (by 2026). More broadly, Morocco’s New Development Model aims to raise private investment’s share of total investment to two-thirds by 2035. Since the Charter’s entry into force in March 2023, the National Investment Commission has approved hundreds of investment projects representing several hundred billion dirhams in committed capital, signaling strong early uptake.
The Four Support Schemes
The Charter establishes four distinct investment support mechanisms (dispositifs de soutien), each addressed to a different project profile. These are direct grants calculated as a percentage of eligible investment, disbursed against verified milestones—not tax benefits.
The Common Grant (Prime Commune)
The common grant is the principal support scheme under Decree No. 2-23-1. It applies to investment projects meeting one of two threshold conditions: (a) total eligible investment of at least MAD 50 million combined with the creation of at least 50 stable (permanent/CDI-type) jobs, or (b) the creation of more than 150 stable jobs regardless of investment amount.
The total common grant can reach up to 30% of the eligible (“primable”) investment amount. It is composed of several sub-bonuses: a job-creation bonus (5–10% of eligible investment); a gender/female-employment approach bonus (3%); a high-tech trades or upgrading (mise à niveau) bonus (3%); a sustainable development bonus covering water savings, renewable energy, energy efficiency, and waste treatment (3%); and a local integration bonus (3%), with the local integration rate threshold varying between 20% for certain sectors (agri-food, pharmaceutical, medical supplies) and 40% for other industrial activities.
The Territorial Grant (Prime Territoriale)
The territorial grant targets investment in less-developed provinces and prefectures, classified under Decree No. 2-23-3 according to socio-economic criteria. Its purpose is to reduce regional disparities by providing additional incentive for projects located outside Morocco’s major economic hubs. The territorial grant is cumulative with the common grant.
The Sectoral Grant (Prime Sectorielle)
The sectoral grant applies to investment in priority sectors designated by the government, including industry, tourism, and offshoring/BPO services. It is cumulative with both the common and territorial grants.
The Strategic Project Scheme
Projects of exceptional scale or national significance may qualify for “strategic” status, granted by the National Investment Commission. The minimum investment threshold is MAD 2 billion, and the project must meet at least one of several criteria: contributing effectively to water, energy, food, or health security; significant job creation (with a reference of 500 or more jobs in published guidance); substantial impact on Morocco’s economic positioning; impact on sectoral development; adoption of cutting-edge technologies; or relation to the defense industry. Strategic status unlocks bespoke, tailored support negotiated directly with the State.
Cumulation Cap
The territorial and sectoral grants are explicitly described as cumulative with the common grant. However, the implementing decrees impose an overall cumulation cap: the total grant received by an investor under all Charter schemes combined may not exceed 30% of the eligible investment amount. This cap applies even where the theoretical maximum of stacked grants would exceed 30%.
Governance and Process
The Charter establishes a two-tier governance structure. At the national level, the National Investment Commission (Commission Nationale des Investissements), chaired by the Head of Government, approves investment agreements and designates strategic-project status (Framework Law 03-22; Decree No. 2-23-2). At the territorial level, Regional Investment Centers (CRI) and Commissions Régionales Unifiées d’Investissement (CRUI) process and approve investment agreements for projects with an investment amount below MAD 250 million.
This decentralization is a key innovation of the new Charter: the great majority of foreign-sponsored projects—those below the MAD 250 million threshold—are handled at the regional level, with the CRI serving as the primary file-preparation gatekeeper and point of contact.
The Investment Agreement (Convention d’Investissement)
The investment agreement between the State and the investor is the central legal instrument through which Charter grants are formalized. Per the legal framework, the convention must specify: the nature of the investment project; the business line and sector; the project location; total projected investment amount and the eligible (“primable”) investment amount; the number of stable jobs to be created; the investment grants and their disbursement modalities; respective obligations of the State and the investor; modalities for monitoring and controlling execution of contractual obligations; measures in case of breach; and dispute resolution modalities, including a provision for amicable settlement before judicial or arbitral recourse (conventions may reference international arbitration conventions ratified by Morocco).
Applications are filed at the CRI (or directly with the National Investment Commission for strategic projects) with a business plan, company bylaws, and certificates of regular tax (DGI) and social security (CNSS) standing. One professional-services source cites an indicative timeline of 75 days from filing to signature of the investment agreement, though, as discussed below, this timeline is frequently exceeded in practice.
Eligibility Mechanics Foreign Investors Misjudge
Several aspects of eligibility under the Charter cause difficulty for foreign investors unfamiliar with the Moroccan system.
Eligible vs. total investment. The grant is calculated on the “montant primable” (eligible investment amount), not the total project cost. Not all investment components qualify. Investors must carefully distinguish between total projected outlay and the portion that is eligible for grant calculation under the implementing decree.
Job-creation counting. Only stable, permanent positions (CDI-type contracts) count toward the threshold. The applicant company must also hold regular tax and social security standing (DGI and CNSS certificates) at the time of application.
Sub-bonus criteria. Many investors fail to plan early for the sub-bonus criteria that compose the common grant: gender/female-employment approach, high-tech/upgrading activities, sustainable development, and local integration (with sector-varying thresholds of 20–40%). These criteria are not assessed post hoc; they must be integrated into the project design and documented in the convention.
Milestone-based disbursement. Grants are not paid upfront. Disbursement is tied to verification of milestones (job creation, capital expenditure) as specified in the investment agreement. Without contemporaneous documentation of milestone achievement, disbursement is delayed or reduced.
Interaction with Other Regimes
Casablanca Finance City (CFC)
CFC status, established by Law No. 44-10, is a distinct regime targeting regional and international headquarters and financial and non-financial service providers operating from Morocco. Regional/international headquarters under CFC status benefit from a 10% corporate tax rate from year one; other CFC-registered companies receive a five-year full corporate income tax exemption on export turnover following grant of status, followed by a reduced rate of approximately 8.75% on export sales. CFC status and the Investment Charter’s grant schemes are generally not cumulative for the same project.
Free Zones and Industrial Acceleration Zones
Morocco’s free zones—including Tanger Free Zone, Tanger Automotive City, Atlantic Free Zone (Kenitra), Midparc (Casablanca), Technopolis (Rabat), and Technopole d’Oujda—operate under their own customs and tax regime (Law 19-94 and related texts), distinct from the Charter’s grant schemes.
Sectoral Incentives and the Investment Promotion Fund
The Investment Promotion Fund (Fonds de Promotion de l’Investissement) offers partial state coverage of certain costs: land acquisition up to 20%, external infrastructure up to 5–10% of total investment, and vocational training up to 20% of training cost. These mechanisms may interact with Charter grants, and cumulation rules are set at the decree and convention level. Investors should verify stacking limits on a case-by-case basis with legal counsel.
Practitioner Insights
Drawing on our experience advising German, European, and US clients on Moroccan investment structuring, we offer the following practical observations:
Start convention negotiations before finalizing corporate structure. The investment agreement’s commitments on job creation and investment amounts bind the eventual operating entity. We recommend initiating convention negotiations before making definitive choices on corporate form (SARL, SA, SAS), capitalization, and shareholding, since these decisions may need to accommodate the convention’s terms.
Maintain a milestone evidence file. Grants are disbursed against verified milestones. We advise clients to maintain a contemporaneous evidence file—hiring contracts, CNSS declarations, capital expenditure invoices, disbursement certificates—from day one. Retroactive assembly of documentation is unreliable and can delay disbursement.
Build realistic timeline buffers. The indicative 75-day timeline from filing to signature is frequently exceeded in practice for complex or foreign-sponsored projects. We recommend building at least a two-to-three-month buffer into investment planning, particularly for projects requiring National Investment Commission (rather than CRI/CRUI) approval.
Understand the CRI’s practical role. For the majority of projects under MAD 250 million, the Regional Investment Center is the primary point of contact and file-preparation gatekeeper. Early engagement with the relevant CRI is advisable, even where the National Investment Commission retains ultimate authority for larger or strategic projects.
Frequently Asked Questions
Is the Investment Charter available to 100% foreign-owned companies?
Yes. The Charter applies equally to foreign and domestic investors under the principle of national treatment. There is no requirement for a minimum local employment quota, mandatory technology transfer, or local equity participation as a condition of eligibility. Certain criteria—such as job creation, female employment, and local integration—may unlock additional sub-bonuses, but they are incentive-based, not mandatory.
What is excluded from the Charter’s scope?
Investment in agriculture is excluded and remains governed by separate sectoral legislation. Certain real estate and commercial-sector investments are also excluded from specific provisions of the Charter. Investors in these sectors should consult the applicable sectoral frameworks.
Is the grant a cash payment or a tax benefit?
The Charter’s support schemes are direct grants (subsidies) calculated as a percentage of eligible investment. They are disbursed in cash against verified milestones per the terms of the investment agreement, distinct from and in addition to standard tax incentives available under Moroccan law.
What happens if job-creation or investment commitments are not met?
The investment agreement includes monitoring and control modalities as well as remedies for breach. Depending on the terms negotiated in the convention, failure to meet milestones can result in reduction, suspension, or clawback of grant amounts already disbursed. The convention also specifies dispute resolution procedures, including amicable settlement and, where applicable, arbitral recourse.