LEGAL FORM

Different types of commercial companies are recognised in Morocco:

- General partnership
- Limited Partnership simple
- Society participation.
These companies are characterized by the appearance predominant factor personnel "intuitu personae."     

 

- Public limited company (SA)
- Limited liability company (SARL)
- Limited by shares

 

- Investment company
- Co-operative Purchasing
- Consumer Cooperative Society
- Mutual

 A Limited Liability Company (SARL)

The SARL is a commercial company. The acquisition of legal personality is subject to registration in the Register of Commerce.
 

- Only one person called - associated only can be SARL;
- The maximum number of associates may not exceed 50;
The amount of capital can not be less than 10,000 DH (ten mile dirhams) and must necessarily be deposited in a blocked bank account. His withdrawal may be made only after registration in the Register of Commerce.
- The share is at least 100 DH. The shares held which can be transmitted by succession and transferable between spouses and parents successors can not be transferred to third parties without the consent of a majority of shareholders;
- They are evaluated by an auditor;
- The management of a limited liability can be assumed by one or more persons individually or jointly and severally liable for third parties.
- Decisions are taken at a general meeting except as otherwise provided by the statutes.
- The management control of a limited liability company is entrusted to one or several external auditors;
- The prosecutor is entitled, on its own initiative to designate one or several external auditors to report on one or more management operations;
- The manager may be revoked by a decision of shareholders representing just over half the shares;
- Prohibition against managers or members to borrow from the company or to endorse their personal commitment by the company;
- The shareholders holding the 1 / 10 th of capital may take legal action against managers.
 

Source: Official Gazette No. 4478, 1-5-97.

 

(1) East deemed to be publicly call for savings:
 * Any company with more than 100 shareholders;
 * A company whose securities are listed on the stock exchange;
 * Any society that for the placement of securities issued by it in use, or to companies, banks or other financial institutions or the solicitation or to processes any advertising.
 

 

Company Anonymous (SA)

The company is a limited liability company.

- The number of shareholders can not be less than 5;
- The minimum capital is 3 million DH for SA using public offering (1) and DH 300,000 in the case;
- The amount of the action will be less than 100 DH;
- Shares in cash must be paid upon subscription of at least 1 / 4 of their nominal value. Shares in kind are paid in full when they issue;
- The capital must be fully subscribed; failing society can be established;
- The Company has the legal personality from its registration in the Register of Commerce;
- The company did not name but a name;
- The Directorate General of society is attributed ipso facto chairman of the board of directors, moreover any appointment of a director general, any definition of its functions and powers shall take place only at the proposal of the President, Just as his dismissal;
- The president is revocable at any time by the Board of Directors;.
- The SA includes a Management and Supervisory Board. The Executive Board is vested with powers to act in any circumstance on behalf of society. In addition, the Supervisory Board exercises permanent control of the company's management by the Executive Board.
 

Source: Official Gazette No 4422 of 17/10 / 1996

 

(1) East deemed to be publicly call for savings:
 * Any company with more than 100 shareholders;
 * A company whose securities are listed on the stock exchange;
 * Any society that for the placement of securities issued by it in use, or to companies, banks or other financial institutions or the solicitation or to processes any advertising.
 

 

Company Sponsorship by Actions

The partnership limited by shares whose capital is divided into shares is made between one or several partners, who have the quality merchants and meet jointly and severally social debts, and sponsors who have the quality of shareholders and does support losses only up to their contributions.

The partnership limited by shares is designated by a name or the name of one or several partners can be included and must be preceded or followed immediately by the words "limited by shares"
 

- The number of partners may be less than three (3);
- The first or managers are appointed by the statutes. They perform the formalities of constitution which are responsible founders of limited liability companies;
- During the existence of the company (except clause of the constitution), the manager or managers are appointed by the Ordinary General Meeting of shareholders with the agreement of all partners;
- The ordinary general meeting of shareholders appoint a supervisory board composed of at least 3 shareholders;
- A partner may not be a member of the supervisory board and shareholders who are sponsored can not participate in appointing members of the council;
- The ordinary general meeting of shareholders shall appoint one or several external auditors;
- The manager is vested with powers to act in any circumstance on behalf of society.
- The supervisory board assumes control of the company's management. It provides to this effect, the same powers as auditors;
- The transformation of society by shares into a limited company or limited liability company is decided by the extraordinary general shareholders with the approval of two thirds of the partners, unless the statutes do not set another quorum .
 

Source: Official Gazette:No. 4478, 1-5-97