Creating an LLC (SARL) in Morocco in 2026: A Step-by-Step Guide

The limited liability company (SARL — Société à Responsabilité Limitée) is the most popular legal form for entrepreneurs in Morocco. According to the Moroccan Industrial and Commercial Property Office (OMPIC), over 60% of companies created each year adopt this form. This predominance is due to a balance between personal asset protection for partners and management flexibility. The SARL is primarily governed by Law No. 5-96 on commercial companies, promulgated by Dahir No. 1-97-49 of 13 February 1997 and amended on several occasions.

The main advantage of the SARL lies in limiting partners' liability to the amount of their contributions. In the event of financial difficulties, partners' personal assets are protected — unlike a sole proprietorship where the business owner is liable with all their assets. This asset separation is a decisive argument for investors and business partners, who view the SARL as a reliable and sustainable structure.

Since the 2016 reform, the minimum capital for an SARL has been reduced to just one dirham (1 MAD), down from 10,000 MAD previously. This measure, introduced by Law No. 24-10 amending Law 5-96, has considerably facilitated access to formal entrepreneurship. However, capital that is too low may arouse suspicion from banks and suppliers. In practice, most entrepreneurs opt for capital between 10,000 and 100,000 MAD, suited to their project size and partner requirements.

An SARL can be formed by a single partner (single-member SARL, or SARL-AU) or by multiple partners, up to a maximum of fifty. Beyond this threshold, the company must convert to a public limited company (SA). The SARL-AU is particularly suited to freelancers and consultants who wish to operate under a corporate structure while maintaining full control over management. The manager must be a natural person, whether a partner or a third party.

The first step is obtaining a negative certificate from OMPIC, confirming that the chosen company name is not already in use by another business. This can be done online via the OMPIC portal (directompic.ma) for a fee of 230 MAD (2026 rate). The negative certificate is valid for one year. It is recommended to propose three names in order of preference, as rejection of the first triggers automatic examination of the alternatives.

Once the certificate is obtained, the partners must draft the articles of association. This founding document defines the business purpose, share capital amount, distribution of shares, management arrangements, and operating rules. Drafting articles of association is a technical exercise that should be entrusted to a professional — lawyer or chartered accountant — to avoid ambiguous or unlawful clauses. The articles must be signed by all partners and legalised at the commune. If contributions in kind are made, a contributions auditor must be appointed to value them when their individual value exceeds 100,000 MAD.

The share capital must then be deposited in a blocked bank account opened in the company's name (in formation). The bank issues a certificate of fund blocking, which is essential for subsequent formalities. Funds are released after commercial registry registration. This step requires the designated manager to present the articles, negative certificate, and identity document to the bank. Some banks require a prior interview and a summary business plan before opening the account.

Registration of the articles and the minutes of the constitutive general meeting is done at the Regional Tax Directorate (DRI). Registration fees amount to 1% of share capital, with a minimum of 1,000 MAD. Since 2019, newly created companies benefit from exemption of registration fees on the formation deed, up to a capital of 500,000 MAD. Inscription in the commercial registry is done at the clerk's office of the competent commercial court. The file includes: registered articles, negative certificate, fund blocking certificate, copy of the manager's national ID, and lease or domiciliation certificate. The clerk issues a commercial registry number (RC) which constitutes the company's legal identity.

The SARL is subject to corporate tax (IS), the rates of which have been progressively reformed through successive finance laws. In 2026, the standard IS rate is 20% for companies with net taxable profit up to 100 million dirhams, and 35% above. A reduced rate of 20% applies to SMEs with turnover below 50 million dirhams for the profit bracket up to 300,000 MAD, with progressive rates above. Exporting companies and those established in certain zones benefit from temporary exemptions or reduced rates under the Investment Charter.

Value added tax (TVA) applies to transactions carried out by the SARL. The standard rate is 20%, with reduced rates of 7%, 10%, and 14% for certain categories of goods and services. The choice of TVA regime (cash or accrual basis) must be made during tax registration. Companies with annual turnover not exceeding 500,000 MAD may be exempt from TVA under certain conditions. TVA returns are monthly for businesses with turnover exceeding 1 million MAD, and quarterly below this threshold.

From an accounting standpoint, the SARL must comply with the General Accounting Standards Code (CGNC) and produce annual financial statements: balance sheet, income statement (CPC), management balances (ESG), financing table, and supplementary information statement (ETIC). These documents must be approved by the general meeting of partners within six months of the financial year-end. While not mandatory for small SARLs, engaging a chartered accountant is strongly recommended to ensure tax and accounting compliance.

Dividend distributions to partners are subject to a 15% withholding tax for income tax (IR) purposes. The majority manager-partner is considered an employee for tax purposes and their remuneration is subject to IR according to the progressive scale. Social contributions for the manager are calculated on their declared remuneration. The SARL must also pay the minimum contribution (0.25% of turnover) even in the absence of profit, with a minimum of 3,000 MAD per year.

The total budget for creating an SARL in Morocco ranges from 3,000 to 15,000 MAD depending on whether the entrepreneur handles formalities themselves or uses a professional. Cost breakdown: negative certificate (230 MAD), articles drafting (1,500-5,000 MAD if entrusted to a lawyer or accountant), registration fees (minimum 1,000 MAD, possible exemption), RC inscription (350-500 MAD), JAL publication (600-1,500 MAD), and miscellaneous costs. Fees for a full-service accounting firm (from drafting to obtaining all identification numbers) typically range from 5,000 to 10,000 MAD.

Creation timelines have been considerably reduced through digitisation and the CRI. Via the one-stop shop, the entire process can be completed in one to two weeks. Without the CRI, cumulative timelines for different formalities can reach three to four weeks. Thorough preparation of the file in advance — properly drafted articles, complete and compliant documents — is the main time-saving factor.

Engaging a business lawyer or chartered accountant is strongly recommended, particularly for drafting articles of association. Poorly drafted articles can generate conflicts between partners, management difficulties, or costly tax reclassifications. A legal professional will also advise the founder on choosing the right legal form (SARL, SAS, SA), tax optimisation, personal asset protection, and shareholder structuring.

Finally, business creators in Morocco can benefit from numerous support mechanisms: CRI programmes, incubators and accelerators (Maroc PME, Technopark, Start-up Maroc), financing from Banque Centrale Populaire (Intelaka programme), and state aid under the Investment Charter. A business law specialist can guide the entrepreneur toward the most suitable schemes for their project and support the legal structuring of their business.