The public limited company (PLC) in Morocco is used in companies listed on the stock exchange or in entities carrying out large scale projects. It provides, thanks to its mode of operation, more security and control over the investment.

In fact, governed by Law 17-95 on public limited companies, it is the second most used legal form in Morocco after the limited liability company. It is a capital company which concerns important projects and has binding regulations. The law imposes the form of a public limited company for certain economic activities such as: banks, mortgage companies and investment companies.

Characteristics of the Public Limited Company

Public limited companies are legally considered as commercial companies, and this, regardless of their actual purpose. It has a success that is not insignificant and represents the archetype of capital companies. Its characteristics are as follows:

domiciliation de société

Typology

There are 2 main types of public limited companies, amongst others: the monistic PLC, called classic public limited company, with a single supervisory body, i.e., the board of directors, and dualist PLC with a management and supervisory board.

There are other forms of public limited companies such as: the open and the closed public limited company, the public limited company and the non-public limited company, and the listed and the non-listed public limited company

Shareholders

In public limited companies, we speak of shareholders. To be legally able to incorporate a public limited company, there must be at least five (5) shareholders. These shareholders can be both natural persons and legal entities, resident or not in Morocco.

However,

In the monistic P.L.C (Public Limited Company), one shareholder at least must be a natural person, since the Chairman of the Board of Directors must be a natural person and a shareholder.
In the case of a dualist P.L.C, two shareholders at least must be natural persons, since the Chair and Vice-Chair of the Board must both natural persons and shareholders.

Commercial capacity and responsibility

In the public limited company in Morocco, commercial capacity is only required for the directors and founders of the company.

As far as liability is concerned, as in the case of the limited liability company, it is limited to the amount of shareholders’ contributions.

Capital and contribution

The share capital of a public limited company in Morocco is set at three million dirhams (MAD 3,000,000) in the case of public offering and three hundred thousand dirhams (MAD 300,000) for the opposite and it is divided into shares.

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As far as contributions are concerned, their legal processing depends on their nature:

– First, cash contributions must be subscribed in full and paid up for at least one quarter at the time of incorporation, the remainder within three years from the date of incorporation;

– Second, contributions in kind must be subscribed for in full and fully paid up, they must be evaluated by a contribution’s auditor;

– Finally, industrial inputs are not allowed.

External Auditor

One statutory auditor, at least, must be appointed in every public limited company in Morocco.

However, companies making a public offering are required to appoint at least two statutory auditors.

This position is generally covered by chartered accountants, which is justified mainly by the fact that chartered accountants are, by virtue of their training and experience, the most qualified for this function.

The company’s shares and purpose

Shares of the public limited company in Morocco are negotiable or freely transferable securities and, as such, may be listed on the stock exchange.

Securities issued by public limited companies are: shares, investment certificates and bonds. Allotment or subscription rights are included in them.

The nominal amount of a share cannot be less than fifty (50) dirhams. However, for companies whose securities are listed on the stock exchange, the minimum of the nominal amount is set at ten (10) dirhams.

As far as the purpose of a public limited company is concerned, there is no restriction.

Name and registered office

The name of the company is freely chosen by the company and may be taken either from the nature of the activity, or just a denomination of pure fantasy or imagination.

The registered office determines or refers to the domicile of the company, which is why it must be fixed in the articles of association.

PUBLIC LIMITED COMPANY in MOROCCO: How it works

In order to incorporate a public limited company, it is essential to know the intricacies of this legal form that is distinguished by its rules of operation and governance.

Incorporation of the public limited company (P.L.C)

To incorporate a public limited company in Morocco, you need to:

Have a registered office and a company name
Have a negative certificate
Draw up the articles of association (either by the chartered accountant or by the law firm)
Transfer the capital to a bank account
Register the company with the tax authorities

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Further formalities

Preparation of subscription forms
Drawing up subscription/payment declarations
Filing of incorporation deeds and registration formalities at management level regional tax office
Registration in the commercial register
Affiliation to the CNSS
Official publication in an official bulletin

The managers of a Public Limited Company

The directors of the company differ according to its form:

In the monistic P.L.C: it is the board of directors which manages the company. It is composed of:

Three members at least and twelve at most. The law increases this figure to 15 members when the company makes a public offering.
In addition, in the case of a merger, the number of members may exceed the limit up to the total number of directors who have been in office for more than six months in the merged companies.

In the dual P.L.C: there are the directors (or members of the management board) and the supervisory board.

Composition of the Management Board:

The number of members may not exceed five. The law increases this figure to 7 members when the company makes a public offering.
Management Board exercises its functions under the supervision of the Supervisory Board.
Members of the Management Board are appointed by the Supervisory Board.
The term of office of the management board shall be determined by the articles within the limits between two and six years.

Composition of the Supervisory Board:

Three members at least and twelve at most
Fifteen members if the shares of the company are listed on the stock exchange
In the event of a merger, the number of twelve and fifteen may be increased up to the total number of directors in office for more than six months in the merged companies.
A member of the supervisory board cannot be a member of the management board.
The members of the supervisory board are appointed by the articles of association at the incorporation of the company. During the life of the company, they are appointed by the Ordinary General Meeting.
The term of office of the members of the supervisory board may not exceed six years.

Managers’ powers

The management bodies of a public limited company are:

First, the Board of Directors,
Secondly, in the dual form, the Executive Board and the Supervisory Board.
Finally, the ultimate power is in the hands of a shareholders’ meeting.

In dealings with third parties: two management forms can be distinguished:

First, in the monistic form, the law gives power to the board of directors;
Second, in the dualist form, the law assigns powers to a board of directors. A supervisory board controls its action.

These two bodies have the broadest powers to act in all circumstances on behalf of the company.

General meetings

In addition to the ordinary, extraordinary and mixed general meetings that take place in the limited liability company (L.L.C), the limited public company has also a «special» assembly, which brings together holders of particular securities, other than shares (such as the meeting of bondholders).

OGM: This is the meeting where all decisions are made, except those involving changes in the articles of association

The quorum required by law is:

At the first meeting, one or more shareholders, present or represented, owning at least one quarter of the shares with voting rights.
No quorum is required for the second meeting.

EGM: it is the only assembly that allows decisions leading to statutory amendments such as:

Modification of registered office
Change of management (in the case of a manager registered in the articles of association)
Increase or decrease in share capital
Redistribution of shares
Modification of the corporate purpose …

The law requires a quorum for this meeting as follows:

At the first meeting, one or more shareholders, present or represented, owning at least half of the shares with voting rights.
For the second meeting, one quarter of the shares with voting rights.

Dissolution of the Public Limited Company

In general, a public limited company is dissolved when:

The number of shareholders falls below 5 for more than one year;
Share capital falls below the legal minimum;
Shareholders’ equity becomes less than one quarter of the share capital and is not set up within two years with at least a quarter of the share capital.

Its dissolution may also result from other factors such as:

The end of the term set by the partners (in the absence of renewal
By the will of the partners;
The disappearance or extinction of its purpose;
The cancellation of the company, when the conditions of incorporation are not respected;
Following a judicial dissolution;
Application of collective procedure

The tax and social security regime of the Public Limited Company in Morocco

Tax regime of the public limited company in Morocco is similar to that of the limited liability company (L.L.C.). The applicable taxes are:

Corporate tax
Value added tax (VAT)
Also, local taxes such as business taxes and taxes on municipal services.

As far as the social regime is concerned, the directors benefit from the social security and employee pension.

In conclusion it can be said that:

The public limited company is a commercial company by reason of its form whatever its purpose is. It is suitable for large projects because it provides solid guarantees to be asserted to investors and bankers, which is one of its main advantages.

It has a rather burdensome and framed mode of operation, even complicated. This provides an additional security. Still, it is less flexible than the limited liability company. It has a mode of governance that comes in two formats:

Board of directors and a managing director
Management board and a supervisory board.