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SAS - Simplified Joint Stock Company in Morocco: new form of company!
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Paperwork
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Directorate General of Taxes (DGI)
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The Commercial Court
The SAS is a simplified joint-stock company.
Law 19-20 (recently adopted and published in BO n°7006 of July 22, 2021) supplemented Law 5-96 on SNC, SCS, SCA, SARL and joint ventures by introducing a new legal form to the system of commercial companies in force in Morocco.
SAS is by definition simple. It replaces the Société Anonyme Simplifiée (governed until then by Law 17-95 relating to SAs) with legal provisions that are more flexible and more appropriate to the investment environment in Morocco while guaranteeing limited liability to shareholders.
Indeed, this legal form was therefore created to benefit from simplified management and a more flexible status than that of the public limited company. SAS is already attracting many entrepreneurs because of its great flexibility. It offers great leeway to shareholders.
Good to know : In order to facilitate the procedures and to be able to comply with the legislation in force, the use of a chartered accountant is important. A chartered accountant is a liberal professional whose activity is governed by la law (15-89). To exercise his activity, a chartered accountant must beregistered on the board of the Order of Chartered Accountants.
for create your SAS, it is necessary to follow an administrative procedure which generally takes place in several stages:
- Drafting of the draft statutes
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Deposit of share capital
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Signature of the statutes
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Publication of the legal announcement in a Journal of Legal Announcements (JAL)
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Submission of the file to the Registry
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100% online service
You answer a few questions sent to your inbox
A formalist creates your statutes and sends them to you for validation
Filing at the Registry of the Commercial Court
How it works?
If these formalities seem complicated to you, you can entrust the processing of your file de creation of your Simplified Joint Stock Company atLEC.ma.
After you have completed an online form, a formalist proceeds with the drafting of the articles of association and their registration, then at the end of the procedure, he proceeds with the filing at the registry of the Commercial Court.
The particularities of the Simplified Joint Stock Company (SAS)
1. Associates
The SAS is generally made up of at least two partners, natural or legal persons, with no maximum. However, there may be only one partner in an SAS, in which case we will speak of a Simplified Joint Stock Company with a Single Partner (SAS AU).
Partners are financially liable only up to their contributions.
No maximum number of partners is provided for by law.
2. Share capital
The share capital is freely determined by the partners.
No minimum capital is required,unlike the public limited company which requires a minimum capital of 300,000 dirhams, which ensures more flexibility and makes it accessible to VSEs-SMEs, but also to individuals._cc781905-5cde-3194-bb3b -136bad5cf58d_
The share capital may consist of contributionsin cash,in nature(for example a vehicle or equipment) orin industry(knowledge and know-how for example).
Shares representing contributions in kind must be fully paid up, against negotiable securities.
Shares representing contributions in cash and in kind are freely transferable, unlike shares in SARL, SNC and SCS
The shares representing industrial contributions have the same rights as the other shares issued by the Company, and in particular the right to participate in collective decisions and to receive dividends. These are non-transferable.
The articles of association may provide for the inalienability of the shares for a period not exceeding 10 years. Total statutory freedom apart from the temporary character.
3. Responsibilities
In an SAS, the partners bear the losses only up to the amount of their contributions, this contribution to the losses occurring on the day of the dissolution of the company.
The company cannot, therefore, ask them to cover the losses at the end of the financial year.
The rules determining the liability of the members of the board of directors and the management board of public limited companies are applicable to the president and the managers of the simplified joint stock company.
4. Appointment of the Statutory Auditor
The partners of the SAS can appoint by majority, one or more auditors (CAC).
In addition, companies whose turnover at the end of an accounting year exceeds an amount set by regulation, must appoint at least one auditor.
Even if the CA threshold is not reached, any partner may ask the president of the court, ruling in summary proceedings, to appoint one or more CACs
To be sure to choose the right legal form, seek the help of your chartered accountant who will be able to explain to you in detail the advantages and limits, with regard to your project.
LEC.ma accompanies you now to create your SAS.
Who are we?
LEC.maa company of Chartered Accountants and Statutory Auditors registered on the Roll of the Order of Chartered Accountants in Morocco.
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.mais 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.
Our services
SOCIAL
An expert accompanies you on the administration of your payroll & social declarations and advises you in your personnel management procedures.
LEGAL
Our role is to explain your rights and obligations to you, and to advise you in your decisions and actions.
Need more info ? Contact us
If you need assistance, do not hesitate to contact us.
