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Investment & Business

Setting up a holding company in Morocco from abroad: legal form and taxation for MRE investors

SA, SARL or SAS for your Moroccan holding: minimum capital, 20% corporate tax (net profit below 100,000,000 MAD), 100% allowance on dividends received, non-resident manager and transfer of income.

Last updated: October 2026 · Written and verified by the LesMRE editorial team

🕐 7 min read📋 5 steps✅ Verified content 2026

A holding company in Morocco allows an MRE investor to hold and manage multiple stakes in Moroccan companies through a single legal structure. The Moroccan General Tax Code (CGI) offers a favorable regime for holdings: 100% exemption on dividends received from subsidiaries (under conditions), and a unified corporate tax rate of 20% for net profits below 100,000,000 MAD (LF2026).

Costs & fees

SARL share capitalFreely set by the articles of associationLaw 5-96, art. 46 (as amended by Law 24-10)
Minimum SA share capital300,000 MADOf which 25% paid up at incorporation
Creation fees (CRI, OMPIC, registration)Check with the CRI and OMPICDepends on the services requested
Monthly domiciliationSet by contract with the domiciliation providerDomiciliation company (prior declaration, art. 544-7)
Monthly accountantFees set by the professionalDepending on size and activity
Corporate tax profit below 100,000,000 MAD20% (unified rate 2026)CGI, art. 19-I and 247-XXXVII-A (last step of the reform of Finance Law 50-22)
Allowance on dividends received100%CGI, art. 6-I-C-1°: share ownership certificate required

Timeline

Check with OMPIC
Name availability check (OMPIC)Via the directentreprise.ma platform (OMPIC)
Check with the administrations concerned
File preparation (articles, legalizations)If non-resident manager with apostille
Check with the CRI
CRI filing and registrationFor simple SARL
Check with the CRI
Official Bulletin publicationAfter CRI filing
Check with the DGI and the CNSS
Tax ID and CNSS registrationAfter obtaining trade register
1

Choosing the legal form: SA, SARL or SAS

Three forms are relevant for a holding in Morocco. SARL (limited liability company): capital freely set by the articles of association (Law 5-96, art. 46, as amended by Law 24-10 of 2011), 1 to 50 shareholders, management by one or more managers. SA (public limited company): minimum capital of 300,000 MAD, 5 minimum shareholders, mandatory board of directors. SAS (simplified joint-stock company): introduced by law 19-20 (articles 43-1 et seq. of law 5-96), capital freely set by the articles of association, flexible.

2

Tax advantages: unified IS rate 2026 and dividend exemption

The corporate tax rate is 20% if net profit is below 100,000,000 MAD and 35% from that amount (CGI, art. 19-I; for financial years beginning on or after 1 January 2026, art. 247-XXXVII-A). For a holding, the major benefit is the regime for dividends received: dividends paid by companies subject to or exempt from corporate tax to a company with its registered office in Morocco that is subject to corporate tax are included in its financial income with a 100% allowance (article 6-I-C-1° of the CGI), provided that a share ownership certificate showing the corporate tax identification number is supplied to the distributing company. This article mentions no minimum holding, no holding period and no share of expenses and charges.

💡 Tip: The 100% allowance requires the recipient company to supply the distributing company with a share ownership certificate showing its corporate tax identification number (article 6-I-C-1° of the CGI).

⚠️ Warning: Dividends paid by companies subject to or exempt from corporate tax benefit from the 100% allowance (article 6-I-C-1° of the CGI); foreign-source income is also included in financial income with a 100% allowance.

3

Creation from abroad: online CRI procedure

Company creation in Morocco can be done by electronic means, via OMPIC's directentreprise.ma platform, or directly at the competent territorial CRI. For creation from abroad, the non-resident manager can mandate a representative in Morocco or use the apostille procedure to legalize required documents: signed articles of association, OMPIC negative certificate, ID documents of shareholders. The complete file is filed with the CRI which registers the company.

💡 Tip: The availability of the trade name is checked by a negative certificate request to OMPIC, on the directentreprise.ma platform.

4

Non-resident manager: obligations and transfer of income

An MRE can be the manager of their Moroccan company without residing in Morocco. They must however obtain a tax identification number (IF) from the DGI and register with the CNSS if receiving a management fee. The non-resident manager's remuneration is subject to Moroccan income tax via withholding at source, the rate of which should be checked with the DGI. For capital contributions from abroad, investments financed in foreign currency benefit from a guarantee of transfer of income and sale proceeds, under the conditions set by the Foreign Exchange Office (IGOC 2026, art. 171 to 173).

⚠️ Warning: The tax treatment of the non-resident manager's remuneration depends on Moroccan legislation and on the tax treaty concluded with the country of residence.

5

Domiciliation and accounting obligations

The holding must have an effective registered address in Morocco. Domiciliation companies must have declared their activity to the competent administration (Commercial Code, art. 544-7); their rates are set by contract. Accounting must be maintained per the CGNC (Moroccan General Accounting Standardization Code) and annual financial statements filed with the DGI before March 31 of the following year. A chartered accountant's fees are set by the professional.

In depth

A holding can take the form of a SARL, an SA or an SAS. An in-kind contribution (real estate for example) to a holding's capital is possible; it is valued on the basis of a report by a contributions auditor, unless the partners unanimously decide not to use one where no contribution exceeds 100,000 DH and their total does not exceed half of the capital (Law 5-96, art. 53). The tax regime for capital gains on SARL share transfers in Morocco is 20% for non-resident individuals.

❌ Common mistakes to avoid

  • ✕Forming the company with a capital that is insufficient for the funds needed for its operations
  • ✕Not supplying the distributing company with the share ownership certificate showing the corporate tax identification number, the condition for the 100% allowance on dividends received
  • ✕Appointing a non-resident manager without declaring their remuneration to the Moroccan DGI, exposing the company to tax reassessments

🔗 Official links and resources

❓ Frequently asked questions

What are the differences between an SA and a SARL for a holding company in Morocco?+

For a holding owning stakes in multiple Moroccan companies, the SA (Société Anonyme) requires a minimum capital of 300,000 MAD (3,000,000 MAD for public offerings) and at least five shareholders (Law 17-95). The SARL has a capital freely set by the articles of association and has 1 to 50 partners (Law 5-96).

What is the corporate tax rate for a holding company in Morocco in 2026?+

In 2026, the standard corporate tax rate is 20% for profits up to 100 million MAD. Dividends received by the holding from its Moroccan subsidiaries benefit from a 100% allowance (CGI, art. 6-I-C-1°), provided that a share ownership certificate showing the corporate tax identification number is supplied to the distributing company.

How does the inter-company dividend exemption work in Morocco?+

Dividends received by a company with its registered office in Morocco that is subject to corporate tax, paid by companies subject to or exempt from corporate tax, are included in its financial income with a 100% allowance (CGI, art. 6-I-C-1°), provided that a share ownership certificate showing the corporate tax identification number is supplied to the distributing company. This exemption avoids double taxation of profits at both holding and subsidiary level. Article 6-I-C-1° provides for no minimum holding, no holding period and no share of expenses and charges.

Can an MRE create a holding company in Morocco and repatriate profits abroad?+

An MRE can create a holding in Morocco. Where the initial investment is financed in foreign currency, the Foreign Exchange Office guarantees the transfer of income and sale proceeds (IGOC 2026, art. 171 to 173). A 11.25% withholding tax on dividends applies in 2026 (10% from 2027); bilateral tax treaties may provide a different rate depending on the country of residence.

What is the minimum capital required to create an SARL or SA holding in Morocco?+

For an SARL holding, there is no legal minimum capital since Law 24-10 of 2011: the capital is freely set by the articles of association. For an SA, the minimum capital is 300,000 MAD, of which at least one quarter is paid up at incorporation. If the SA makes a public offering, the minimum rises to 3,000,000 MAD. Capital can be contributed in foreign currency from abroad.

What is the tax regime of a holding company in Morocco compared to direct asset ownership?+

Dividends received by a company with its registered office in Morocco that is subject to corporate tax are included in its financial income with a 100% allowance (CGI, art. 6-I-C-1°). The transfer of the holding's shares is a separate operation from the transfer of the assets held by its subsidiaries.

Which foreign-currency or convertible-dirham accounts for a holding company created in Morocco as an MRE?+

The Foreign Exchange Office governs the opening, by Moroccans residing abroad, of foreign-currency and/or convertible-dirham accounts with Moroccan banks. The documents required for a company whose partners are MREs should be checked with the bank chosen.

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