In brief: A Moroccan subsidiary of a foreign group is generally subject to two audits. The statutory audit, carried out by a statutory auditor (commissaire aux comptes, CAC), is mandatory for every SA (Art. 159 Law 17-95) and for an SARL whose revenue exceeds 50 million MAD excluding taxes at the end of a financial year (Art. 80 Law 5-96). The audit of the consolidation reporting package is requested by the group auditor. The statutory accounts remain under Moroccan standards; the reporting package follows the group’s accounting framework. For a financial year ending 31 December: tax return by 31 March (Art. 20-I CGI), approval of the accounts by 30 June (Art. 115 Law 17-95, Art. 70 Law 5-96), then filing with the court registry.
The statutory auditor’s engagement is described in our guide to the statutory audit in Morocco.
Two audits not to be confused
The statutory audit is an obligation under Moroccan law. The statutory auditor verifies the books, the accounting documents and the compliance of the accounts with the applicable rules, without interfering in management (Art. 166 Law 17-95). Their report to the shareholders’ meeting certifies the accounts, certifies them with qualifications or refuses to certify them, giving reasons in the last two cases (Art. 175 Law 17-95).
The audit of the consolidation reporting package (the “reporting package”) is a group requirement. The parent company’s auditor needs assurance on the figures reported by the subsidiary. Its instructions set, in particular, the format of the report and the delivery date. No Moroccan text sets this calendar. This type of engagement falls under contractual audit.
| Criterion | Statutory audit | Reporting package audit |
|---|---|---|
| Basis | Law 17-95 (SA), Law 5-96 (SARL, SNC, SCA) | Request from the group auditor |
| Subject | Financial statements of the subsidiary | Consolidation reporting package |
| Accounting framework | Moroccan standards (CGNC) | Group framework (IFRS or other) |
| Addressee | Meeting of shareholders or partners | Group auditor and group management |
| Deadline | Before the meeting, held within six months of year-end | Date set by the group |
| Auditor | Registered with the Order of Chartered Accountants (Art. 160 Law 17-95) | According to the group’s instructions |
The financial statements (“états de synthèse”) are the Moroccan annual accounts: balance sheet, income statement (CPC), statement of management balances (ESG), statement of sources and uses of funds (tableau de financement) and notes to the accounts (ETIC). They are what the statutory auditor certifies and what the company files with the court registry. Law 17-95 defines a “subsidiary” as a company more than half of whose capital is held by another company, known as the parent (Art. 143 Law 17-95).
When is the statutory audit mandatory?
Everything depends on the subsidiary’s legal form. The SA (société anonyme, public limited company) is the company limited by shares, managed by a board of directors or a management board. The SARL (société à responsabilité limitée, limited liability company) is a company whose partners are liable for its debts only up to the amount of their contributions; it may have a single partner, for example the parent company.
| Legal form | Obligation to appoint a statutory auditor | Text |
|---|---|---|
| SA | Always, at least one; at least two for companies making a public offering, banks and credit, investment, insurance, capitalisation and savings companies | Art. 159 Law 17-95 |
| SARL | If revenue, at the end of a financial year, exceeds 50 million MAD excluding taxes. Below this: optional appointment, or appointment requested from the president of the court by partners holding at least one quarter of the capital | Art. 80 Law 5-96 |
| SNC | Same threshold. Below this: appointment possible at the request of a partner to the president of the court | Art. 12 Law 5-96 |
| SCA | The ordinary general meeting appoints one or more statutory auditors | Art. 34 Law 5-96 |
| SAS | Specific rules, to be checked in the articles of association and the text governing the SAS | Law 19-20 |
| Branch | Depending on the status of the establishment and the group’s requirements | Case by case |
Two remarks:
- The SARL threshold is read as written: revenue excluding taxes, measured at the end of a financial year (Art. 80 Law 5-96). The text says nothing about falling back below the threshold: the question is dealt with at the meeting.
- A single-partner SARL is still concerned: the sole partner approves the accounts, “where applicable, after the report of the statutory auditor or auditors”, within six months of year-end (Art. 76 Law 5-96).
The governing bodies of the SA are described in our article on the public limited company (SA) in Morocco.
Who can be the subsidiary’s statutory auditor
No one may act as statutory auditor unless registered on the roll of the Order of Chartered Accountants (Art. 160 Law 17-95). A foreign auditor who is not registered therefore cannot sign the Moroccan statutory report, even if they audit the group.
Article 161 of Law 17-95 excludes, in particular, the founders, contributors in kind, directors and members of the management board or supervisory board of the company or its subsidiaries, as well as their relatives up to the 2nd degree. It also excludes those who receive from the company or its subsidiaries remuneration for a service likely to impair their independence, or who perform functions for them that would place them in a position to express an opinion on documents, valuations or positions they helped to prepare (Art. 161-3°).
Practical consequence. The firm that keeps the subsidiary’s books, prepares its financial statements or prepares its reporting package would, as statutory auditor, be expressing an opinion on its own work. A group that outsources its accounting in Morocco must therefore plan for two separate firms.
Finally, two chartered accountants from the same firm cannot be statutory auditors of the same company (Art. 161).
Term of office
The statutory auditor is appointed for three financial years by the ordinary general meeting; their duties end after the meeting that rules on the accounts of the third financial year (Art. 163 Law 17-95). The first statutory auditors may be appointed by the articles of association (Art. 20 Law 17-95); their term may not then exceed one financial year (Art. 163).
A statutory auditor appointed to replace another remains in office only for the remainder of the term. If it is proposed not to renew them when the term expires, they are heard by the meeting if they so request (Art. 163 Law 17-95). These rules, like all the provisions of Law 17-95 on the statutory auditor, apply to the SARL and the SNC by cross-reference, subject to their own rules (Art. 83 and 13 Law 5-96).
Statutory accounts under the CGNC, reporting package under the group framework
The CGNC (Code général de normalisation comptable, the Moroccan general accounting standards code), introduced in 1992 and supplemented by Law 9-88 on accounting obligations, is the general accounting framework for traders in Morocco. Statutory accounts are prepared under this framework, even for a listed company; IFRS apply to consolidated accounts. The differences are detailed in our comparison of IFRS and the CGNC.
The subsidiary therefore produces two sets of figures for the same financial year: the CGNC financial statements, submitted to the statutory auditor and the meeting, and the reporting package under the group framework. The bridge between the two is made through restatements, presented together with methods and scope in our article on consolidation of accounts in Morocco.
| Type of restatement | CGNC | IFRS | To be documented by the subsidiary |
|---|---|---|---|
| Harmonisation | Subsidiary’s methods | Group methods | Depreciation periods, inventory valuation, provisions |
| Fixed assets | Historical cost, components not required | Components, useful lives reviewed at each year-end | Breakdown of assets, useful lives |
| Leases | Rent expensed | Right-of-use asset and lease liability | Contracts, terms, remaining rent payable |
| Receivables | Provision if loss is probable | Expected credit losses | Aged balance, loss history |
| Provisions | Probable risk, major repairs allowed | Present obligation, discounting if material | Basis and timetable of each provision |
| Intra-group | Transactions recorded normally | Eliminated at group level | Balances and flows by entity, reconciled |
Eliminations (sales and purchases, reciprocal receivables and payables, dividends, internal margins) are made at group level, based on each subsidiary’s figures. An unexplained difference between a receivable and the reciprocal payable slows down the whole close: it is better to reconcile with each counterparty before the reporting package date.
Example (assumption). Company X, a Moroccan SARL, leases its offices. Under the CGNC, the rent is an expense. In the IFRS reporting package, the contract gives rise to a right-of-use asset and a liability; the rent is replaced by depreciation and interest. The two results differ. Hence a line-by-line reconciliation schedule.
Closing calendar for a financial year ending 31 December
| Step | Deadline (2026 financial year) | Text |
|---|---|---|
| Audited consolidation reporting package | Date set by the group | Group instructions |
| Tax return on taxable profit | Three months after year-end: 31 March 2027 | Art. 20-I CGI |
| SA: financial statements and management report made available to the statutory auditor | At least 60 days before the notice of meeting | Art. 173 Law 17-95 |
| SA: special report on regulated agreements filed at the registered office | At least 15 days before the ordinary general meeting | Art. 174 Law 17-95 |
| SARL: documents and statutory auditor’s report sent to the partners | At least 15 days before the meeting | Art. 70 Law 5-96 |
| Approval of the accounts | Six months: 30 June 2027 (SA: may be extended once, for the same period, by order of the president of the court) | Art. 115 Law 17-95; Art. 70 and 76 Law 5-96 |
| Filing of the financial statements and the statutory auditor’s report with the court registry | SA: 2 months after approval. SARL: thirty days after | Art. 158 Law 17-95; Art. 95 Law 5-96 |
The court registry (greffe) is the department of the court of the place of the registered office that receives companies’ statutory filings (Art. 95 Law 5-96); for the SA, filing may be electronic (Art. 158 Law 17-95).
Reading (assumption). The group wants the audited reporting package by the end of January 2027. The tax return is due on 31 March (Art. 20-I CGI). The meeting of the subsidiary, an SARL, is held on 25 June: the documents are sent to the partners no later than 10 June (Art. 70 Law 5-96), and filing with the court registry takes place no later than 25 July (Art. 95). For an SA, it would be 25 August (Art. 158 Law 17-95).
The reporting package therefore comes first. Any adjustment identified afterwards must be reflected in both sets of accounts. Document-by-document preparation is covered in our article on preparing for the statutory auditor’s fieldwork.
The statutory auditor’s investigation rights at the parent company
The statutory auditor may, at any time of the year, carry out the checks they consider appropriate and obtain on site all relevant documents, in particular contracts, books, accounting documents and minute books (Art. 167 Law 17-95). These investigations may be carried out at the company as well as at parent companies or subsidiaries (Art. 167).
The Moroccan statutory auditor may thus ask the parent company for intra-group contracts, recharge allocation keys or supporting documents for a service invoiced from abroad. From third parties that have acted on the company’s behalf, the statutory auditor gathers information, but obtains their documents only with the authorisation of the president of the court ruling in summary proceedings (Art. 167).
The intra-group transactions the auditor examines
Regulated agreements. In an SA, the chairman of the board notifies the statutory auditor, within thirty days of their conclusion, of agreements authorised under Article 56, and the statutory auditor presents a special report to the meeting (Art. 58 Law 17-95). In an SARL, the manager or the statutory auditor presents a report on agreements between the company and its managers or partners, and therefore with the parent company as a partner; if the SARL has a single partner and the agreement is concluded with that partner, it is simply recorded in the register of decisions (Art. 64 Law 5-96). See our article on regulated agreements.
Related parties. The auditing standards applicable in Morocco note that these transactions often carry higher risks of material misstatement. Management is responsible for identifying related parties, recording the transactions and presenting them in the financial statements (SME Audit Standards Manual, § 3.4.3.4).
Intra-group balances. The auditor may confirm them directly with the other entities. The auditor retains control over external confirmation requests: choice of information and third parties, drafting, sending and follow-up (manual, § 3.4.3.2). The entities asked must reply directly to the auditor.
Transfer pricing and recharges. The auditor examines the prices charged between related entities and recharged head-office costs. See our articles on transfer pricing in Morocco and intra-group management fees.
Points to watch
- Check the legal form and revenue every year: an SARL above 50 million MAD excluding taxes must appoint a statutory auditor (Art. 80 Law 5-96).
- Separate bookkeeping and certification (Art. 161-3° Law 17-95).
- Do not confuse the two reports: the accounting framework and the addressee differ.
- Maintain the CGNC-to-group reconciliation schedule and reconcile intra-group balances before the reporting package.
- Align the statutory dates with the group timetable: 31 March, 30 June, then the filing deadline specific to the legal form.
Statutory and contractual audit engagements are presented on the audit and statutory audit page.
Frequently asked questions
Must a Moroccan subsidiary always have a statutory auditor?
No, it depends on its legal form. An SA always appoints at least one (Art. 159 Law 17-95). An SARL or an SNC is required to do so only if its revenue, at the end of a financial year, exceeds 50 million MAD excluding taxes (Art. 80 and 12 Law 5-96).
Does the audit of the consolidation reporting package replace the statutory audit?
No. The statutory audit certifies the statutory accounts prepared under the CGNC, with a report to the shareholders’ meeting (Art. 175 Law 17-95). The audit of the reporting package responds to a request from the group auditor, on the group’s accounting framework. The two coexist.
Can the firm that keeps the books be the statutory auditor?
No. Art. 161-3° of Law 17-95 excludes anyone who would express an opinion on documents or valuations they helped to prepare. Bookkeeping and certification belong to two separate firms.
How long is the statutory auditor’s term of office?
Three financial years when appointed by the ordinary general meeting; one financial year at most for the first statutory auditors appointed by the articles of association (Art. 163 and 20 Law 17-95). The rule applies to the SARL by cross-reference (Art. 83 and 13 Law 5-96).
Which deadlines apply to a financial year ending 31 December?
Tax return by 31 March (Art. 20-I CGI), approval of the accounts by 30 June (Art. 115 Law 17-95, Art. 70 Law 5-96), filing with the court registry within 2 months of approval for an SA (Art. 158) or within thirty days for an SARL (Art. 95 Law 5-96). The reporting package follows the group’s date.
READ ALSO:
- Statutory auditor in an SARL: the 50 million MAD threshold
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