| Guide of formalities |
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Corporate name and denomination The corporate name represents the first contact between the company and its clients, the name should be:
The negative certificate (NC) The negative certificate is a document by which the central office in the Trade Register, certify that no other company in Morocco have the same name as the one chosen by the applicant for his company. It is delivered at the CRI and can also be obtained directly from OMPIC For this reason, when the promoter chooses the name of his business, he must complete a form at the CRI. No document is required for this name search. To save time, it is recommended to propose three names… this way it is more likely to have an affirmative answer at least for one of three names. In some cases, the requested name may already exist. To avoid that, we must propose an original and unusual name. Guide of formalities Formality 1: Negative certificate Formality 2: Establishment of statutes (Notary or private) Formality 3: Establishment of subscription newsletters and acts of contribution if needed Formality 4: blocking paid-up capital amount Formality 5: Establishment of the declaration of subscription and payment Formality 6: Filing acts of creation of company and registration formalities Formality 7: Patent and tax ID registration (Corporate tax (IS) – Income tax (IGR) – VAT) Formality 8: Trade registration Formality 9: Affiliation to CNSS Formality 10: Publication in legal newspapers and the official bulletin
Formality 1 :Negative certificate All commercial companies except for individual companies that may not adopt a commercial name Concerned administration The Moroccan Industrial and Commercial Property Office (OMPIC) represented within the CRI Required documents - File a printed request obtained at the CRI - ID card or passeport, - Copy of ID card or passeport if the investor is represented by another person Fees - 50 Dhs for name searching and verification - 100 Dhs for the negative certificate - 20 Dhs for receipt stamp Notes: - After one month, non-withdrawn negative certificates will be cancelled - After one year, withdrawn negative certificates but not filed for Trade Registration, will be cancelled
Formality 2 : Etablishment of statutes (Notary Act or private) Concerned companies All commercial companies Concerned entities Law firms : Fiduciairies, notairies, lawyers, certified accountants, legal advisors etc. Information to provide To verify with the legal body in charge of the dossier Fees - 20 Dhs of legalization stamps fees per sheet - assessment fees for law firms - Registering fees 1,5% of the minimum capital 1000 dhs.
Formality 3 : Etablissement of share allotment letters and transfer acts
Concerned companies Commercial companies particularily SA , SAS and SCA Concerned entities Law firms : Fiduciairies, notairies, lawyers, certified accountants, legal advisors etc. Justificatory documents Share allotment letters signed par the underwriters Fees Assessment fees for the legal firm
Formality 4 : blocking the amount of paid-up capital
Concerned companies Commercial companies particularily SA,SARL, SAS Concerned administration Commercial banks Formalities The deposit must be made within 8 days from receipt of funds by the company. A certificate of blocking the paid-up capital must be issued by the bank Justificatory documents For SA, SAS : statutes, negative certificate, identity ducuments, share allotment letter For SARL :all documents except the share allotment letter For SAS : total bocking of the paid-up capital. For SA and SARL : blocking of ¼ of the paid-up capital.
Formality 5 : Establishment of the declaration of share allotment and the remittance
Concerned companies SA, SAS, SCA Concerned entities Law firms : Fiduciairies, notairies, lawyers, certified accountants, legal advisors etc. Legal form of the declaration - authentic act established by a notary - private act established by the legal firm - should be deposited at the registry of the court Justificatory documents The bulletins established by the public notary and the certificate of the blocking of the paid-up capital from the bank Fees Fees for public notary or fiduciary
Formality 6 : deposit of acts of company creation and formalities of registration SA, SARL, SNC, SCS, SCA Concerned administration Regional Directorate of Taxes represented within the Regional Center of Investment Required documents - For all types for companies: within 30 jours of the date of etablishment - For all types of companies : Lease contract or acquisition acts should be registered within the month of their establishment. Fees For SA : - 1,5% of capital, with a minimum of 1000 dhs plus stamp of 20 dhs per sheet for the statutes of the company - minutes of the nomination of the chairman : 200 Dhs For other legal forms : - 1,5% of capital, with a minimum of 1000 dhs plus stamp of 20 dhs per sheet for the statutes of the company - minutes of the nomination of the manager : 200 Dhs For SNC and SCA : Regardless of the amount of the capital, 1000 dhs plus stamp of 20 dhs per sheet for the statutes of the company For all types of companies : registration of the lease contract : 200 Dhs (deadline 30 jours)
Formality 7: Patent and Tax ID registration (Corporate tax( IS) – Income tax (IGR) - VAT ) For sole proprietorship: Patent, Income tax (IGR), VAT For commercial companies (at the exception of SNC) : Patent, Corporate tax (IS), VAT Concerned administration Regional Directorate of Taxes represented within the Regional Center of Investment Required documents For the Patent : - license or diploma for the regulated activities - agreement in principle for the classified establishments - lease contract or domiciliation attestation by a legal entity Fees None
Formality 8 : Registrationwithin the commercial register All commercial companies except for joint-venture companies. Concerned administration Commercial Court represented within the Regional Center of Investment Fees For legal entities : 350 Dh (Deposit of statutes : 200 Dh, Registration CR : 150 Dh) For natural persons : 150 Dh.
Formality 9 : affiliation to the security social administration (CNSS)
Concerned companies All commercial companies Concerned administration CNSS represented within the Regional Center of Investment Fees None
Formality 10 : publication in a legal newspaper and the Offcial Bulletin
Concerned companies All commercial companies Concerned entities Legal newspapers and Official Bulletin Formalities - For SA,SAS et GIE : publication in a legal newspaper before CR (Commerce Register) registration. A second publication in a legal newspaper and the official bulletin after registration - For other legal forms : publication is a legal newspaper and the official bulletin after CR registration Fees variable
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