Open a branch of a foreign company in Morocco: what is the procedure to follow?

Open a branch of a foreign company in Morocco: what is the procedure to follow?

Article 37 of the Moroccan Commercial Code

Moroccan Tax Code

Our firm reveals some tips for setting up a branch in Morocco

What is a Branch?

The branch is a legal term qualifying an establishment that is part of a group and has a certain autonomy of management and direction without, however, having legal personality.

Foreign companies can operate in Morocco without going through the creation of a company under Moroccan law.

From a tax point of view, the representative entities in Morocco are qualified as permanent establishments (branch, liaison office, coordination office, etc.).

Create a branch in Morocco: Legal regime

Pursuant to article 37 of the Moroccan commercial code, any Moroccan branch of a foreign company is required to be registered in the commercial register.
Registration is required by its director within three months of the opening of the branch (arts 38 and 75 of the commercial code).
The branch must be registered in the commercial register of the place where the fund is operated (art 41 of the commercial code).

Good to know : In order to facilitate procedures and be able to comply with the legislation in force, the use of the services of an accounting firm is strategic. The chartered accountant is the best ally to advise you on this subject. A chartered accountant is a liberal professional whose activity is governed by la law (15-89). To exercise his activity, a chartered accountant must be registered on the board of the Order of Chartered Accountants.

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Open a branch of a foreign company in Morocco

The procedure for opening a foreign branch in Morocco

Search for prior art with the Moroccan Office of Industrial and Commercial Property in order to obtain a certificate relating to the name of the branch;

Establishment of the minutes of the decision relating to the opening of the branch, the minutes must contain the information below:

- The name of the branch;

- The activity ;

- Headquarters ;

- The legal representative.

Registration of the report with the tax administration;
Registration on the business tax roll;
Legal deposit at the registry of the commercial court;
Registration in the commercial register;
Insertion of a legal advertisement (in French in a newspaper of legal announcements and in Arabic in the Official Bulletin);
Affiliation to the National Social Security Fund;
Information from the exchange office;

Do you want to create a branch of a foreign company in Morocco? Contact us

If you need assistance, do not hesitate to contact us.

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The creation of a branch or a subsidiary are two options for setting up in Morocco, the table below summarizes the pluses and minuses of each structure:

	Filiale	Succursale

Endowed with legal personality.
Contracts for his own name.
The parent company and the subsidiary are two distinct structures.
Liability limited to contributions.

Not endowed with legal personality.
Contracts in the name and on behalf of the parent company.
Confusion between the branch and the parent company.
Headquarters may be held liable.

Legal personality

	Filiale	Succursale

Autonomy

Financial autonomy
Management autonomy

No financial autonomy
Management autonomy

	Filiale	Succursale

Incorporation cost

Registration fees proportional to the capital

Fixed costs

Whether you are a business manager, a liberal professional or an association manager, alone or at the head of a team, whatever your field of activity,LEC.ma is on hand to identify and respond to your needs.

From the creation to the transmission of your company, we are your partner in all situations, whether it concerns daily management, moments of difficulty or the most ambitious projects.