The dissolution of a company in Morocco: everything you need to know! 

 

LEC.ma reveals the points to pay attention to in order to dissolve a company in the rules of the art.

​

The dissolution of a company is an operation which only entails its liquidation. To proceed with the dissolution of the company, the applicant first makes a deposit in the secretariat of the registry of the commercial register office, and following this first step, he goes to the registration phase.

​

The dissolution of a company: what is it?

 

When a company reaches the end of its legal life (99 years or less if notified in the statutes) it is time to prepare for its dissolution or to ensure its continuity.

​

During the dissolution, several scenarios are possible:

​

• The sole shareholder can decide on his own to request the dissolution of the company in which he is a shareholder.

• In the case where there are several partners, it is necessary to obtain the majority to decide to put an end to the activity. After one year without a majority, any partner can ask the court to pronounce a dissolution.

​

What are the causes of dissolution of a company?

​

Article 1051 of the Dahir 9 Ramadan 1331 constituting the code of obligations and contracts, sets out certain possible causes for the end of a society.

​

In particular, it may be:

​​

• The arrival of the term of the company: All entities have a lifespan fixed by the statutes. Indeed, at the end of this term, the partners can decide to extend the company or proceed with its dissolution;

• the achievement of the purpose for which it was contracted, or by the impossibility of achieving it;

• the extinction of the common thing, or the partial loss considerable enough to prevent a useful exploitation;

• the death, the declared absence, the prohibition, for infirmity of mind, of one of the partners, if it has not been agreed that the company will continue with his heirs or representatives, or that it will continue between the other associates;

• the declaration of bankruptcy or the judicial liquidation of one of the partners;

• the common will of the partners;

• judicial authority;

• any other reason for dissolution provided for in the articles of association

​

Early Dissolution 

 

The partners can decide to break the contract of the company, which leads to its dissolution (for example, when the equity is less than half of the share capital).

​

Indeed, when this case arises, the law obliges the partners to decide whether or not to continue the company's activities. For example, associates of une limited liability company (SARL), are invited to decide on the continuity of operation in accordance with the provisions of article 86 of law 5-96 as supplemented and modified by laws N°21-05 and N°24-10. When the partners do not decide on the continuity, this entails early dissolution of the limited liability company.

 

What documents are required?

​

The deposit phase 

​

• Two copies of the minutes of the Extraordinary General Meeting aimed at the dissolution of the company;

• The raised hand with regard to the charges;

• The certificate of deposit A copy of the national identity card of the person responsible for the dissolution.

​

The registration phase 

​

• The newspaper that published the dissolution decision;

• A request for publication in the Official Bulletin bearing the stamp of the services of the said bulletin A declaration of conformity;

• The 1/4 model declaration in three signed and legalized copies.

​

​

What is the procedure for dissolving a company inresponsibility limitée (SARL) in Morocco?

​

The main steps to follow for a successful dissolution of your SARL are as follows:

​

• The deliberation of the partners on the dissolution in an extraordinary general meeting (AGE);

• The drafting of a report of the dissolution, signing it, legalizing it and registering it; 

• The filing of the report at the registry of the Commercial Court;

• Completion of the amending declaration of the trade register;

• The publication of a notice of dissolution in a journal of legal announcements;

• Prepare and file with the tax authorities a so-called “total cessation of activity” balance sheet, formerly called “pre-liquidation balance sheet”.