How and why set up a branch in Morocco?

20 May 2021 - Christian Steiner

By establishing a branch in Morocco, a foreign company can expand its business without the need to create a company under Moroccan law. The term branch refers to a stable entity that belongs to a parent company and has a certain degree of management and direction autonomy, but does not have legal personality.

Process of setting up a branch in Morocco 

The dependence of the branch on an existing parent company entails that the procedure for setting up a branch is, in principle, simpler than setting up a subsidiary. This is also due to the fact that the creation of a branch does not create a new legal entity. 

Let us look in detail at the steps involved in setting up a branch:

– First, the branch in Morocco must obtain a certificate attesting to the availability of the chosen name. 

– Subsequently, the management bodies of the parent company must draw up minutes (procès-verbal), indicating the name of the branch, the location of its headquarters in Morocco and the designated legal representative of the branch. 

– The minutes must be registered with the competent tax authority, legally deposited with the competent Commercial Court by territory and, finally, registered with the Commercial Register.  

– The establishment of the branch is subject to mandatory publicity. It is published, in French, in one of the legal journals and in Arabic in the Official Gazette.  

– At the end of the procedure, the branch must be registered with the National Social Security Fund. 

What is the legal status of the branch in Morocco?

We have seen that the branch does not have legal personality. Its assets are linked to those of the parent company, on which it depends and in whose name and on whose behalf it acts.

The Moroccan Commercial Code refers to the branch with regard to registration. Article 37 of the Code du Commerce, for example, establishes the obligation imposed on all branches of foreign companies to be registered in the Commercial Register.  

What is the tax regime of the branch in Morocco?

The profits generated by the branch are subject to corporate income tax, just like local companies. The branch must manage its accounts, even though it has no assets of its own.

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