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Creation and business life
The formalities for creating an enterprise can be accomplished with one of the regional investment centers or each administration / organization intervening in the process of creation of the enterprise.
How to create an enterprise (corporation)?
The main stages for creating a commercial enterprise of natural entity type are:
Stage N 1: Negative certificate
It is a document which proves that the trading name (for legal persons), acronym or trading name (for individual businesses ) requested is not already used and can be registered for the registration in the trade register. This is the 1st document needed to create an enterprise.
NB: The trading name (for legal persons), acronym or trading name (for individual businesses ) does not confer on its holder a protection of these commercialized products and services, hence the necessity to consider protecting them as brand in order to avoid any confusion in the public mind.
Stage N 2: drafting of the statutes of company
The status is a set of contractual, and legal provisions that define the impersonal and objective rules applicable to a determined legal situation. The status can be a notarial deed; written by a notary at the customer's request or private agreement concluded by the parties or by third parties (trustee or counsel...).
Stage N 3: Establishment of the subscription form (Only for public limited company, simplified public limited company and Partnership Limited by Shares)
The subscription form is a document that must be filled by the person who wishes to participate in the capital formation of the enterprise. This form includes a promise of contribution in cash.
Stage N 4: Establishment of the statement of subscription and payment (Only for public limited company, simplified public limited company and Partnership Limited by Shares)
The statement of subscription and payment is a document drawn up and signed by the president in which he states the amount of payments made by shareholders.
Stage N 5: Blocking of funds
Blocking of capital is made at the bank that provides the customer with a bank certificate proving that he has the necessary and mandatory funds required by law.
- For the SARL : suppression of formality of blockage for companies of which the capital does not exceed 100.000 DH
- The amount differs depending on the legal form of the chosen-enterprise.
Stage N 6: The registration of legal acts
The formality of registration has the effect of acquiring certain date to private conventions and ensure the conservation of acts, it gives rise to the collection of a tax called "registration fee".
- 1% of the capital with a minimum of 1000 DH.
Stage N 7: Subscription to business tax and tax identification
This is the registration of the company with the tax administration.
This stage of the creation allows the enterprise to choose its tax regime and particularly obtain its identifier to the business tax.
Stage N 8: The registration in the trade Register
The registration in the commercial register means the birth of the enterprise.
The registration in the commercial register must be made within three months after the creation of the company. The registration of a company can be required by the managers or members of the administrative, executive or management or by agents provided with the powers.
Formalities after the creation
After the registration in the trade register and in a period not exceeding one month, two advertisements are mandatory in the journal of legal notices and the Official Gazette.
Membership to the CNSS
Membership of the CNSS is a legal obligation. Any enterprise subject to the social security must be member of the CNSS, issuing it therefore a membership number which is an official recognition of its identification, its registration and attachment to the regime.
How to create a natural person enterprise (individual)?
Stage N 1: Negative certificate (optional)
The trader can opt for the choice of a trading name (for individual business) that affix to his business and that will allow him to make known his business to the public.
In this case, the trader must request a negative certificate attesting that this trading name (for individual business) is not already used and can be operated for the registration in the trader Register.
Stage N 2: Subscription to the business tax
it is the registration of the company with the tax administration.
This stage of creation allows the enterprise to obtain its identifier to the business tax.
Stage N 3: The registration in the Commercial Register
Trader must file a written application to the secretariat of the clerk's tribunal on which depends the principal establishment or commercial enterprise.
The registration in the trade Register must be made within three months after the opening of the commercial establishment or the acquisition of goodwill.
How to register a modification in the trade Register?
Various types of modifications can affect registration.
These modifications must be registered in the trade Register, declared in the local registry of the court on which depends the head office of the concerned enterprise, by filing a form M4 or 4/1 and the documents and/or contracts evidencing such modifications.
Modifications can be made on:
- The address
- The surname
- The goodwill
- The trading name
- The name or the abbreviation
- The type of activity
- The social capital
- The legal nature of the company
- The administrative board-members
- The merger-with-an-other-company
- The creation of a branch or agency
- striking-off of the trade Register can be performed in the following cases:
When a trader ceases to practice his business;
He dies, without transfer of the trade;
When a company is dissolved;
In case of acquisition or lease of a business.
- The striking-off of the Register may be imposed in the following cases:
- if he is hit with a ban on exercising a commercial activity and this under a court decision;
- If he has been dead over a year;
- If it is determined that the registered person has effectively ceased for over three years carrying out the activity for which he was registered.
- if it is the subject of a closing, a reorganization procedure or judicial liquidation;
- 3 years starting from the date of statement of dissolution.
- striking-off can-be-requested-by :
- The judge
- The trader himself
- Heirs in case of the death of the trader
- Liquidator of the company
- managers or members of the administrative, executive or management company, at the time of its dissolution.
The different types of commercial companies recognized in Morocco are:
- Partnerships: the partnerships, the limited partnership, the limited participation. These companies are characterized by the predominant aspect of the personal factor "intuitu personae".
- Capital companies: the public limited company (SA), the limited liability company (LLC) and company limited by shares.
Apart from the sole proprietorship, Public limited company and Limited Liability Company are the two most common types of companies.
Public limited company
Trading company in which the partners, named shareholders because of a right represented by a negotiable instrument or share, they do not support the social debts but only up to their contributions.
- The number of shareholders cannot be inferior to 5;
- The minimum capital is of 3 million of DH for the Public limited company making public offering (1) or 300.000 DH otherwise;
- Shares in cash must be paid upon subscription of at least 1/4 of their nominal value. The shares are fully-paid in kind when they are issued;
- Shareholders are only liable for their contributions.
The Limited Liability Company
The Limited Liability Company is a trading company which is an intermediate type between partnerships and capital companies. The acquisition of legal personality is subject to registration in the traderegister.
- A single person said-sole partner-can form the Limited Liability Company;
- The maximum number of partners cannot exceeds 50;
- The amount of the capital is freely determined by partners;
- If capital exceeds 100.000 Dhs, the shares representing contributions in cash must be paid of at least the quarter of their value;
- Shareholders are only liable for their contributions.
The Simplified Limited Company
Simplified limited company is a company formed between legal persons to create and manage a joint subsidiary , or to create a company which would become their common mother.
The economic interest grouping
EIG is not a company; it is an intermediate legal framework between the company and the association for sharing of certain activities by companies. So, it is made between legal persons to implement all necessary means to facilitate or develop the economic activity of its members and to improve or increase the results of this activity.
The general partnership
The partnership is a company of which partners have all the quality of traders and have unlimited liability for social debts.
The limited partnership consists of general partners and limited partners. It is designated by a social name to which can be incorporated the name of one or more general partners and which must be immediately preceded or followed by the mention "Limited partnership".
The provisions relating to general partnerships apply to limited partnerships (subject to the rules in the first chapter of the law on limited partnership / see BO No. 4478 of 1-5-97 / page 485).
Partnership Limited by Shares (SCA)
The partnership limited by shares of which the capital is divided into shares is made between one or more general partners, who are qualified tradesmen and have unlimited liability for social debts, and limited partners who have the quality as shareholders and who support the losses to the extent of their contributions.
The partnership limited by shares is designated by the appellation in which can be incorporated the name of one or more general partners and must be immediately preceded or followed by the mention "partnership limited by shares".
The joint-venture company exists only in the relationship between partners and is not destined to be recognized by third parties.
It has no legal personality. It is not liable to any registration, or to any formality of advertisement and its existence can be proved by all means.
Partners agree freely of the corporate purpose, their respective rights and obligations and operating conditions of the company.
If the company has a commercial character, the reports of the partners are governed by the provisions applicable to general partnerships unless otherwise stated.