Company domiciliation in Morocco
First of all, let’s define company domiciliation.
Domiciliation is the provision of a legal address to a company without the company itself being located there. This address will only be used for correspondence with administrations and third parties.
First: Legal purpose
When a company is set up, it must be given an address in the articles of association. This address is the one recorded in the trade register and used in administrative and legal documents. This is also known as a legal address.
Second: Marketing purpose
Sometimes, in order to improve the company’s image or standing, one may want to give it a prestigious address.
Indeed, domiciliation services are often coupled with office rental offers. Therefore, they provide the opportunity to receive clients in a venue of high standards.
In the following, we focus on the legal definition of a company domiciliation.
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History of company domiciliation in Morocco
Ministry of Justice’s Note N°1923 (year 2003)
The possibility to establish companies without a physical address in Morocco started in 2003, thanks to the note N°1923 of the Ministry of Justice.
Moreover, this note had first set the maximum duration of a company’s domiciliation at 6 months, renewable only once. Therefore, after the expiry of this period, if the company did not change its registered office it was deemed to be dissolved.
As such, the company must sign a rental agreement.
This instruction from the Ministry of Justice allowed the registration of thousands of companies in the trade register. However, without legal enforcement, the 6-month deadline period was not applied by professionals. In practice, courts developed a certain leniency and as a result, extending the duration of the company’s domiciliation was possible.
The tax administration and the national social security fund (CNSS) do not support this note. Indeed, they consider domiciled companies as not dissolved after the expiry of the deadlines and treat them on an equal footing with others.
Law N°89-17 enacted by Dahir N°1-18-110 of January 9th, 2019
Law 89-17 on company domiciliation was introduced in 2019. This new law modified and completed Law n° 15-95 forming the Commercial Code, by adding Title VIII “Domiciliation”. As a result, domiciliation was recognized as a commercial activity.
In practice, this law aims to:
- On the one hand, to govern the relationship between the company and the domiciliation agent
- On the other hand, regulate domiciliation contracts
In addition, the new law defines domiciliation as :
- A contract whereby a person (…)
- puts it company’s headquarters (…)
- at the disposal of another person (…)
- to establish the headquarters of its company (…)
This law entails obligations for both parties, respectively called the domiciliation agent and the domiciled person.
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Company Domiciliation – Obligations of the parties of the domiciliation
- A company domiciliation contract must comply with a model fixed by regulation.
- A company domiciliation contract is concluded for a period renewable by tacit agreement.
Obligation of the domiciled person: (Article 544-6)
The obligations of the domiciled person are the following:
- Notify to the domiciliation agent of:
- For natural persons: any change of business or personal address
- For legal persons: any change of
- Legal form
- Company name and purpose
- Names and addresses of managers
- Mandated persons to deal with the domiciliation agent
- Hand over to the domiciliation agent all the records and documents necessary to carry its obligations
- Inform the domiciliation agent of any litigation or matter ;
- Inform the competent authorities of the termination of the domiciliation ;
- Grant a power of attorney accepted by the domiciliation agent to receive all notifications on the domiciled person’s behalf
- Mention its status as a domiciliated person in all commercial documents intended for third parties.
Obligation of the domiciliation agent : (Article 544-4)
The main obligations of the domiciliation agent are the following:
- Firstly, provide the domiciled person with equipped premises. These premises must allow:
- Inbound and outbound communication
- Holding meetings
- In addition, these premises must allow for the keeping of the registers and documents provided for in the law.
- Next, verify the identity of the person domiciled through:
- a copy of an identity document for natural persons
- a certificate of registration in the trade register for legal persons
- Finally, keep company related documents and update them;
In addition, the domiciliation agent must:
- Keep documents that can identify the domiciled person. This record keeping must be maintained for five years following the termination of the domiciliation contract ;
- Keep a dossier on each domiciled person containing the relevant authentication documents :
- For natural persons:
- Personal addresses
- Telephone details
- ID numbers
- Emails ;
- For legal persons
- Documents proving the addresses
- Telephone details
- Managers’ ID numbers and emails
- For natural persons:
- Check the registration in the trade register ;
The law also provides for communication obligations for the domiciliation agent:
- Submit to the authorities the list of persons domiciled on an annual basis,
- Notify the authorities when letters sent by the tax authorities have not been delivered to the domiciliated person ;
- Inform the court clerk of the end of the domiciliation contract ;
- Provide the authorities with all information that may enable them to contact the domiciled person ;
- Ensure the confidentiality of information and data of the domiciled person.
In the event of non-compliance with some of the aforementioned obligations, the domiciliation agent assumes several liability with the domiciled person.
Company Domiciliation – How to become a domiciliation agent ?
Any natural or legal person wishing to carry out a domiciliation activity is required to submit a declaration to the competent administration, otherwise, the domiciliated person may not use record the domiciliation address in the trade register.
In order to carry out the activity of domiciliation, the domiciliation agent must meet the following conditions:
- First, provide proof of ownership (or lease) of the premises made available to the domiciled person.
- Secondly, be in compliance with the tax authorities;
- Also, not to have been convicted by the courts;
- Finally, not to have been the subject of a final ruling pronouncing a commercial disqualification
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