Establishing a branch of a foreign company in Morocco is governed by Article 37 of the Moroccan Commercial Code. Indeed, this code provides that any branch of a foreign company in Morocco must be registered in the commercial register.

Thus, foreign companies wishing to operate in Morocco have two choices:

Establish a subsidiary under Moroccan law (in the form of a limited liability company, for example);
Create a branch of a foreign company in Morocco.

It should be noted that in both cases, the representative entities in Morocco are qualified as permanent establishments.

Definition and interest of a branch of a foreign company

The branch is an establishment that is an integral part of a group while having a certain autonomy. Thus, the branch is a secondary presence in a different geographical area (usually in another country).

The objective behind the creation of a branch office is to develop the business. A foreign branch office allows :

  • improve relations with local customers;
  • carry out specific contracts in a short period of time;
  • manage the company’s assets in the country in question.

The branch office does not have a separate legal personality. In fact, its personality is a direct emanation of its parent company. It is legally the same legal entity.

This lack of separate personality has some advantages. The branch of a foreign company can substitute itself for its parent company:

In the performance of contractual obligations (e.g., under a contract);
Make and receive payments in place of its parent company;
Benefit from the customer and market references of its parent company.
Difference between a branch and a subsidiary

The subsidiary is generally preferred in cases of long-term presence. The following is a list of differences between a subsidiary of a foreign company and a branch of a foreign company:

Comparison between a Branch and a Subsidiary

Branch of a foreign company Foreign Subsidiary
Existence of a separate personality No, the branch contracts and acts in the name and on behalf of its parent company without distinction between their personalities. Yes, it is a legally distinct person.
Autonomy and management The branch is financially dependent on its parent company. Their funds are totally merged.

It must, however, have a manager.

The subsidiary is autonomous in management and financial terms.
Taxation in Morocco Subject to the Corporate tax (for the part of the profits made in Morocco).  Subject to corporate income tax

In terms of accounting, the subsidiary has only tax obligations. It must fill in tax returns and have separate accounting. No shareholders meetings are needed.

The steps to create a branch of a foreign company are as follows:

  • Application for a negative certificate with the name of the branch in Morocco.
  • Establish a report of the management bodies of the parent company for the creation of the branch. These minutes shall mention
    • the name of the branch,
    • its headquarters
    • as well as its legal representative in Morocco
  • Provide an address for fiscal domiciliation in Morocco (can be done in the form of domiciliation)
  • Proceed to the registration of the minutes of creation of the branch with the tax authorities.
  • Proceed to the deposit at the secretariat of the court.
  • Fulfill the legal publicity formalities: legal gazette and official bulletin.

The documents necessary to create a branch of a foreign company in Morocco are

  • Certified copies of the parent company’s articles of association in French (or translated into French by a sworn translator).
  • The extract from the trade register of the parent company is sealed and signed by the issuing authority.
  • Copy of the passports of the legal representative(s) of the parent company
  • Copy of the passports of the manager(s) of the branch in Morocco
  • A copy of the power of attorney to the person in charge of the formalities

We can help

Upsilon Consulting can take care of all the formalities for the formation of your branch in Morocco. Please contact us.

Once the branch is created, our firm can also take care of your accounting and your tax and social declarations. In general, all the compliance of your branch with the laws in force.

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