Setting up a business in Morocco, particularly in Casablanca, begins with choosing the legal structure (e.g., Limited Liability Company - SARL, Public Limited Company - SA). This is governed by Law No. 5-96 of February 13, 1997, for SARLs and the Royal Decree of August 12, 1913 (Code of Obligations and Contracts) for general aspects. Registering with the Trade Register (RC) is mandatory; in fact, operating a commercial activity without registration can lead to criminal penalties. Since 2023, all formalities, including file submission and registration, are done online via the Moroccan Office for Industrial and Commercial Property (OMPIC) portal (DirectEntreprise). The Regional Investment Center (CRI) of Casablanca-Settat (Casa Invest) also assists entrepreneurs with these procedures.
Here are the main steps to follow:
1. Reserve Your Company Name (Negative Certificate)
You need to obtain a "negative certificate" from OMPIC (online) confirming that your desired company name is available. This document, which may be free or require a fee depending on the case, is valid for three months and is essential for the subsequent steps.
2. Establish Your Registered Office
The address of your company's registered office must be specified in its bylaws. This can be a domiciliation service (with an approved center) or a commercial lease. It's important to note that in the Casablanca region, only certain domiciliation centers are authorized to issue the necessary attestations.
3. Draft the Bylaws (Articles of Association)
The bylaws, which are the company's founding document, can be drafted privately or by a notary. They must include mandatory information such as the company name, business purpose, share capital, contributions, company duration, registered address, management structure, etc. These bylaws must comply with current law. For example, a registration fee of 1% of the capital applies if it exceeds 100,000 Moroccan Dirhams (MAD). It's advisable to check if the manager is appointed directly in the bylaws or through a subsequent act, to avoid costly future amendments.
4. Open a Bank Account and Deposit Capital
If the company's share capital exceeds 100,000 MAD, at least 25% of this amount must be deposited into a bank account opened in the name of the company in formation. You'll need a deposit certificate from the bank. The remaining capital must be paid up within five years for an SARL or three years for an SA. For capital below 100,000 MAD, the deposit is not strictly mandatory but is highly recommended as proof of the shareholders' commitment.
5. File Documents and Complete Tax Registration
The bylaws and other incorporation documents must be filed with an authorized professional (chartered accountant or notary) via the unified online platform. Incorporation documents are generally exempt from registration fees, except for the lease agreement, which is subject to a fixed fee of 200 MAD. Concurrently, you must register the company for tax purposes: obtain a tax identification number and register for the business tax (formerly "patente") with the Regional Tax Directorate by filing the business commencement declaration.
6. Register with the Trade Register (RC)
The complete file—including bylaws, negative certificate, capital deposit certificate (if applicable), managers' IDs, domiciliation or lease agreement, a sworn statement, etc.—is submitted to the competent Commercial Court or through the electronic portal. The court clerk then registers the company in the Trade Register and assigns it an RC number, which must appear on all official company documents.
7. Affiliate with the National Social Security Fund (CNSS)
As soon as the company is registered with the RC, it must affiliate its employee(s) with the CNSS. This is done at the local CNSS office and allows the company to declare its employees and pay social security contributions.
Useful Contacts and Key Considerations
The Regional Investment Center (CRI) of Casablanca-Settat (Casa Invest) offers a one-stop shop and personalized assistance for business creators. OMPIC manages the online Trade Register (RC) and provides guides for the formalities. Consulting a professional (chartered accountant or lawyer) is also recommended to ensure no steps are missed. A common pitfall is forgetting one of the steps, such as paying the business tax or publishing the legal notice of incorporation. Lastly, it's crucial to note that any delay or omission, such as late registration, can expose the company to both criminal and tax penalties.
For a broader understanding of the essential legal aspects for any investment in Morocco, check out our comprehensive guide: Legal Framework for Doing Business in Morocco: An Investor's Guide. If you're considering investing from abroad, our article on protections and incentives for foreign investment in Morocco might also be of interest.