This information note sets out the main obligations concerning the domiciliation of companies in Morocco.
It was introduced by law no. 89-17 promulgated by dahir no. 1-18-110 of 2 joumada I 1440 (January 9, 2019). This law was published in the Bulletin Officiel in Arabic under number '6745 of January 21, 2019' and in the Bulletin Officiel in French under number '6788 of 20/06/2019'. This law consequently amends and supplements law no. 15-95 forming the Commercial Code.
The aforementioned law has therefore set up a legal structure for relations between the domiciliary and the domiciliary.
However, the legal framework governing domiciliation in Morocco has been completed with the publication of the decree n° 2-20-950 of hija 15, 1442 (july 26, 2021) pursuant to articles 2-544 and 7-544 of law no. 15-95 forming the Commercial Code.
How to register your company?
- Legal definition of domiciliation:
Domiciliation is a contract by which a natural person or legal entity, known as the domiciliary, makes its business or registered office available to another natural person or legal entity, known as the domiciliary, for the purpose of establishing its business or registered office, as the case may be.
- Formalities to follow to qualify as a domiciliation agent
Under the terms of article 544-7 of the French Commercial Code, any individual or legal entity wishing to carry out a domiciliation activity is required to make a declaration against receipt to the government authority in charge of finance, before commencing this activity.
However, the content of the declaration and the documents to be attached are set out in the model annexed to the aforementioned "decree no. 2-20-950".
If the domiciliary has not made the aforementioned declaration, it is prohibited under these conditions, to register it in this capacity in the commercial register.
Obligations of both parties :
1- Obligations of the domiciliary legal entity or individual throughout the term of the contract
- Firstly, keep a file for each person domiciled, containing the following supporting documents:
- For individuals : their personal addresses, telephone numbers, identity card numbers and e-mail addresses;
- For legal entities : their addresses, telephone numbers, ID card numbers and e-mail addresses.
This file also contains the supporting documents for each business location of domiciled companies and the place where accounting documents are kept if they are not kept at the domiciliary;
- Secondly, ensure that the domiciliary has been registered in the trade register within 3 months of signing the domiciliation contract, where such registration is required by the applicable laws and regulations;
- Before January 31st of each year, provide the tax authorities, the Kingdom's General Treasury and the customs administration, where applicable, with a list of persons domiciled for the previous year;
- Obligatorily inform the clerk of the competent court, the tax authorities, the General Treasury of the Kingdom and the customs authorities, where applicable, of the expiry or early termination of the domiciliation contract, within one month of the termination of the contract;
- Provide bailiffs and public debt collection agencies, in possession of a writ of execution, with information enabling them to contact the person domiciled;
- Then, ensure the confidentiality of information and data relating to the domiciled person;
- Lastly, to inform the tax authorities, the Kingdom's General Treasury and the customs authorities, where applicable, within a period not exceeding fifteen days of the date of receipt of registered envelopes sent by the tax authorities which could not be delivered to the persons domiciled.
Please note: In the event of failure to comply with the obligations set out in the above paragraphs and without prejudice to the provisions of article 544-11 of the French Commercial Code, the domiciliation agent is held jointly and severally liable for payment of all taxes due in respect of the business carried on by the domiciliation agent.
2- The obligations of the domiciled individual or legal entity throughout the term of the contract.
- The effective and exclusive use of the premises as the company's registered office. But also if the head office is abroad as: an agency, a branch, a representation ...
- In the case of a natural person, notify the domiciliary of any changes to his or her personal address and business activity. In the case of a legal entity, any change relating to:
- Its legal form, name and corporate purpose. As well as the names and residences of its directors and delegated representatives. In order to bind the domiciled person to the domiciliation agent, and to hand over the relevant documents;
- Its legal form, name and corporate purpose. As well as the names and residences of its directors and delegated representatives. In order to bind the domiciled person to the domiciliation agent, and to hand over the relevant documents;
- Inform the clerk of the competent court, the tax authorities, the General Treasury of the Kingdom and the customs authorities, where applicable, of the termination of the domiciliation, within one month of the expiry date of the contract or its early termination;
- Indicate that you are domiciled with a domiciliary on all business documents intended for third parties. Documents include invoices, letters, purchase orders, price lists, brochures, etc.
- Mandate the domiciliation agent, who accepts it, to receive all notifications on its behalf;
- Hand over to the domiciliation agent all the registers and documents required by the laws and regulations in force.
- Inform the domiciliation agent of any changes within 10 days of the date of the change. The change obviously includes the storage location(s) for goods imported or intended for export;
- Inform the domiciliation agent of any dispute or lawsuit to which the domiciled party is a party concerning its business activity.
Penalties provided for in Act no. 89-17 :
In conclusion, our legal and tax team is at your disposal should you require any further information.
The accounting firm Fiscal & Légal Team can also assist you in accounting, taxation and legal matters.
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- Outsourcing accounting and tax returns ;
- Digitization
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Faithfully yours,
Ilham Taha-Bouamri
Chartered accountant and tax specialist
