Before covering registered offices relocation in Morocco, we should define the term “registered office” (also “headquarters”) under the provisions of the Moroccan Law.
In Morocco, the registered office (headquarters) is the fiscal and administrative address of the company. This address is recorded in the trade register. Headquarters must be indicated in the following documents:
- The company’s Articles of Association
- Business Tax certificate
- Statement of tax existence
Furthermore, the registered office must be indicated in all official documents issued by the company (invoices, letters, etc.). The registered office is set in the company’s Articles of Association at its establishment.
In short, the registered office is the “official” address of the company. It is generally the main address where the company is located. However, it is possible for a company to have a registered office different from its actual place of existence (example: Domiciliation, companies with several establishments…).
In legal matters, documents (letters, mail…) must be sent to the registered office. Moreover, the location of the latter determines the nationality of the company. It also determines courts’ jurisdiction in case of litigation.
The registered office is deemed to be the place where the company’s management is. As such, the company’s activity can be carried out elsewhere. More and more activities do not require fixed premises. Nevertheless, the fact remains that a legal address must be designated.
How to set your registered office in Morocco?
The registered office is freely designated in the Articles of Association at the company’s establishment.
However, for a place to be chosen as a registered office, the company must have a right of use on said place. In fact, this right comes from either :
- Deed of property ownership;
- Lease contract;
- Sublease contract (with the owners’ consent).
As an exception, the registered office of a company can be obtained through a company domiciliation.
The location of the registered office must also be compliant with tax authorities. The administration may refuse to register a building that is the subject of litigation.
Note that a company can have only one registered office. However, it can have several “operated establishments”. Operated establishments can be, for example, a branch office.
Once fixed, the registered office can be transferred at any time by decision of the partners (or shareholders, depending on the legal form of the company). In specific cases, the decision of the managers is sufficient.
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Registered office relocation in Morocco (in the same city)
As explained previously, the registered office of a company is recorded on its Articles of Association (AoA). As such, a registered office relocation implies the amendment of the company’s AoA.
In practice, the partners must hold a general meeting. It is necessary to meet the majority conditions for the amendment of the Articles of Association (75% at least).
However, under specific conditions, the Law provides for some exceptions. For example, management can decide to operate a relocation:
- If expressly provided for in the Articles of Association
- If the relocation is in the same city (or region within the jurisdiction of the same trade court)
In this case, the following general meeting must ratify said decision.
If the company is a PLC (Public Limited Company), the relocation decision is a matter for the shareholder’s Extraordinary General Meeting.
Registered office relocation : Formalities
In order to complete the relocation operation, the following steps are a must:
- Hold a general meeting to decide on the relocation
- Sign, authenticate and register the meeting’s minutes
- Ascertain that the company has the right of use of the new headquarters;
- Obtain a new business tax certificate;
- Deregister the old business tax;
- Submit an amending declaration to the trade register.
- Proceed with the publicity of the operation.
If the relocation is operated under a different trade court jurisdiction, it is necessary to:
8. Deregister from the old trade register
9. File a new registration in the new trade register
Publicity of the operation:
Finally, the publicity formalities required in Morocco for this operation are the following:
- Filing of acts or documents at the court registry of the head office;
- Proceed with legal announcements;
- Insertion of notices in the Official Bulletin.
Upsilon consulting is a chartered accountants’ firm member of IR Global.
Author: M. Salaheddine YATIM, CPA, Legal Auditor.