Setting up a holding company in Morocco from abroad: optimal structure for MRE investors

For a holding owning stakes in multiple Moroccan companies, the SA (Société Anonyme) is generally preferred for large structures (minimum capital 300,000 MAD, or 3,000,000 MAD for public offerings). The SARL (minimum capital 1 symbolic MAD) suits smaller family holdings better. The SA offers more banking credibility and facilitates entry of third-party investors. The SARL is more flexible administratively.

In 2026, the standard corporate tax rate is 20% for profits up to 100 million MAD. For held companies (subsidiaries), a reduced rate of 15% applies under certain conditions. Dividends received by the holding from its Moroccan subsidiaries benefit from 100% exemption under the parent-subsidiary regime, provided the holding owns at least 5% of the subsidiary's capital for more than 2 years.

The Moroccan parent-subsidiary regime exempts 100% of dividends received by a parent company from its subsidiaries, subject to two conditions: holding at least 5% of the subsidiary's share capital, and retaining these shares for at least 2 years. This exemption avoids double taxation of profits at both holding and subsidiary level. However, a 5% expense charge remains to be reintegrated into the parent's taxable income.

Yes, an MRE can create a holding in Morocco and freely repatriate dividends abroad, provided the initial investment was made in foreign currency via an MDM account (Foreign Exchange Market for MRE). The Exchange Office guarantees convertibility and repatriation of income from foreign investments. A 15% withholding tax on dividends applies, reduced under bilateral tax treaties (e.g., 10% with France).

For an SARL holding, the legal minimum capital is 1 symbolic MAD since the 2006 reform, though a capital of 10,000 to 100,000 MAD is recommended for banking credibility. For an SA, the minimum capital is 300,000 MAD (fully paid up). If the SA makes a public offering, the minimum rises to 3,000,000 MAD. Capital can be contributed in foreign currency from abroad via an MDM account.

A holding allows tax optimization on several levels: inter-company dividend exemption (parent-subsidiary regime), deduction of holding management expenses, optimization of cash flow repatriation, and facilitation of family transfers (transfer of shares rather than assets). The holding also avoids double taxation upon resale: only the capital gain on holding shares is taxed, not that of each underlying asset.

The MDM account (Foreign Currency Account or Convertible Account) is opened with a Moroccan bank (Attijariwafa, CIH, BMCE, etc.) by an MRE or a legal entity whose partners are MREs. For a holding, the bank requires the company articles of association, trade register, identity documents of MRE partners and proof of foreign residence. This account allows receiving transfers in foreign currency and freely repatriating income.