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 reduced corporate tax rate of 15% on net profits below 300,000 MAD.
Costs & fees
| Minimum SARL share capital | 1 MAD symbolic | In practice, minimum recommended 10,000 MAD |
| Minimum SA share capital | 300,000 MAD | Of which 25% paid up at incorporation |
| Creation fees (CRI, OMPIC, registration) | 1,500 to 3,000 MAD | Official all-inclusive fees |
| Monthly domiciliation | 300 to 800 MAD/month | Approved domiciliation company |
| Monthly accountant | 1,500 to 6,000 MAD/month | Depending on size and activity |
| Corporate tax rate up to 300,000 MAD | 15% | Article 247-XI Moroccan CGI |
| Expense share on exempt dividends | 5% of dividends received | Parent-subsidiary regime, only taxable base |
Timeline
Choosing the legal form: SA, SARL or SAS
Three forms are relevant for a holding in Morocco. SARL (limited liability company): minimum capital of 1 MAD since 2019, 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 57-17, minimum capital of 1 MAD, very flexible, ideal for joint ventures with foreign partners. For most MREs creating a family holding, the SARL is the most appropriate choice.
💡 Tip — If you plan to bring in external investors or raise funds, opt for the SA or SAS which offer more flexibility for issuing securities.
Tax advantages: 15% corporate tax and dividend exemption
The Moroccan CGI (article 247-XI) sets the corporate tax rate at 15% on net taxable profits up to 300,000 MAD, 20% from 300,001 to 1,000,000 MAD, and 31% above. For a holding, the major benefit is the parent-subsidiary regime: dividends received from subsidiaries in which the holding holds at least 10% of capital for at least one year are 100% exempt from corporate tax (article 6 of the CGI), minus a 5% share of expenses. This means a holding receiving 1,000,000 MAD in dividends pays corporate tax only on 50,000 MAD.
💡 Tip — Keep participation securities in subsidiaries for at least 12 consecutive months to benefit from the parent-subsidiary exemption.
⚠️ Warning — The parent-subsidiary regime only applies to dividends from Moroccan subsidiaries subject to corporate tax. Dividends from foreign companies or corporate tax-exempt companies do not benefit from this regime.
Creation from abroad: online CRI procedure
Since 2019, company creation in Morocco has been digitalized via the Rokhas.ma portal (online CRI) 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 and issues the trade register within 24 to 48 hours for simple cases.
💡 Tip — Use the Rokhas.ma portal to check the availability of the holding's trade name before starting procedures. The OMPIC negative certificate is issued instantly online.
Non-resident manager: obligations and MDM account
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 (10% to 40% by bracket). For capital contributions from abroad, the MDM account at an approved Moroccan bank allows free transfer of foreign currencies that can be used to subscribe to the share capital and repatriated later.
💡 Tip — Open the MDM account before incorporating the company: funds must be available when signing the articles of association to justify the capital release.
⚠️ Warning — The non-resident manager's remuneration must be declared in both countries (Morocco and country of residence) to avoid double taxation. Check bilateral tax treaties.
Domiciliation and accounting obligations
The holding must have an effective registered address in Morocco. Approved domiciliation companies charge between 300 and 800 MAD per month. 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 registered with the Moroccan Order of Chartered Accountants charges between 2,000 and 6,000 MAD per month for a medium-sized holding.
💡 Tip — For a simple holding with few transactions, a local accounting firm in Morocco may suffice for 1,500 to 3,000 MAD per month. Request several quotes including tax e-filings.
In depth
For an MRE wishing to structure their investments in Morocco via a holding, the SARL offers the best combination of management simplicity and tax efficiency for assets below 10 million MAD. Beyond that, the SA or SAS allow bringing in third-party investors and structuring more complex financing operations. An in-kind contribution (real estate for example) to a holding's capital is possible but must be assessed by an approved contributions auditor, generating additional costs (5,000 to 15,000 MAD). The tax regime for capital gains on SARL share transfers in Morocco is 20% for non-resident individuals, with a possible exemption if the transfer occurs after 5 years of holding in certain priority sectors.
❌ Common mistakes to avoid
- ✕Creating a SARL with 1 MAD capital without providing the funds needed for operations, undermining banking credibility
- ✕Not respecting the 12-month holding period before selling securities to benefit from the parent-subsidiary regime
- ✕Appointing a non-resident manager without declaring their remuneration to the Moroccan DGI, exposing the company to tax reassessments
🔗 Official links and resources
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