In brief: The statutory auditor (commissaire aux comptes, CAC) is appointed by the general meeting for three financial years (Art. 163 of Law 17-95). They must be registered with the Order of Chartered Accountants (Art. 160) and cannot certify documents they helped to prepare (Art. 161-3°): the firm that keeps the books is therefore excluded. Beyond these rules, the choice rests on precise questions put to the candidates: independence, team, approach, timeline, reporting of internal control weaknesses, engagement letter. A tender should be prepared several months before the general meeting that makes the appointment.
Choosing a statutory auditor means choosing an outside view for three financial years. This article sets out a decision method that holds whichever firm you select. The rules on obligation, thresholds and term are covered in the article on the statutory auditor threshold for an SARL; the auditor’s role is presented in our guide to statutory audit in Morocco.
When the question arises
Four situations lead a CEO or CFO to put a name forward to the general meeting.
- First appointment. Incorporation of an SA (public limited company), an SARL (limited liability company) crossing the threshold, conversion into an SA.
- End of the term. The auditor’s functions expire after the meeting that approves the accounts of the third financial year (Art. 163 of Law 17-95). The meeting either renews the auditor or appoints another one.
- Resignation of the auditor. The auditor prepares a document setting out the reasons for resigning, which is submitted to the board and to the next general meeting. If the meeting does not appoint a successor within sixty days of the resignation, the president of the court does so at the request of any shareholder (Art. 179 bis).
- A third party’s requirement. A group, a bank or an investor may expect an auditor able to meet its own requests: this is not a legal obligation, but a selection criterion.
After a resignation, sixty days leave little room for a full tender: keeping an up-to-date shortlist of firms avoids deciding in a rush.
What the law imposes on the choice
Law 17-95 sets these rules for the public limited company; Articles 13 and 83 of Law 5-96 make them applicable to the SNC (general partnership) and the SARL, subject to their own rules.
| Rule | Content | Text |
|---|---|---|
| Registration | No one may act as statutory auditor unless registered on the roll of the Order of Chartered Accountants | Art. 160 |
| Personal incompatibilities | Founders, contributors in kind, beneficiaries of special benefits, directors, members of the supervisory board or management board of the company or of a subsidiary, as well as their spouses, ascendants and descendants up to the 2nd degree | Art. 161-1° and 2° |
| Independence | Exclusion of persons who receive remuneration for a service likely to impair their independence, or who would give an opinion on documents, valuations or positions they helped to prepare | Art. 161-3° |
| Same firm | Two chartered accountants from the same accounting company or the same firm cannot be statutory auditors of the same company | Art. 161 |
| Five-year waiting period | A former director, managing director or member of the management board can become statutory auditor of the company only after at least five years; the same period applies, the other way round, to a statutory auditor who wishes to take up these functions | Art. 162 |
| Number | At least two statutory auditors for companies making public offerings, banks, credit, investment, insurance, capitalisation and savings companies | Art. 159 |
| Rotation | Companies making public offerings: no certification beyond 12 years, followed by a four-year ban | Art. 163 |
| Audit committee | Listed companies: the committee monitors the independence of the statutory auditors, in particular regarding the provision of additional services, and makes a recommendation to the general meeting on the proposed auditors | Art. 106 bis |
Article 161 also applies during the term: if an incompatibility arises, the auditor must immediately cease their functions and inform the board no later than fifteen days afterwards. And Article 161-4° extends the exclusion to accounting companies one of whose partners is in any of these situations: the check covers the entire firm.
Key takeaways:
- The firm that prepares the accounts or the financial statements (états de synthèse) cannot certify them (Art. 161-3° of Law 17-95).
- The 12-year limit and the four-year waiting period apply only to companies making public offerings (Art. 163).
The questions to ask a candidate firm
Asking every candidate the same questions makes the answers comparable.
| Question | Why it matters | Answer to expect or document to request |
|---|---|---|
| What services does your firm, or a related firm, already provide to the company, its executives or the group? | A service likely to impair independence, or involvement in preparing the accounts, makes the appointment impossible (Art. 161-3° and 4°) | Written list of current and recent engagements; declaration of no incompatibility |
| What other services do you plan to offer during the term? | An engagement taken on during the term can create an incompatibility that forces the auditor to cease their functions (Art. 161) | Commitment to report any additional engagement before accepting it |
| Which companies in our sector do you audit, without naming them? | The auditor must understand the risks specific to the business: inventories, long-term contracts, sector regulation | Description of the sectors covered and of the accounting issues that recur in them |
| Who will make up the team, and when will the signing partner be involved? | Audit standards make competence and resources a condition for accepting the engagement (manual, § 3.1); a team that changes every year starts the understanding of the entity from scratch | Names and roles of the team members; partner attendance at key meetings and at the reporting meeting; continuity from one year to the next |
| What will your approach and timeline be? | The timeline drives the year-end close, the approval of the accounts by the board and the date of the general meeting | Written timeline: understanding of the entity, internal control, inventory count, confirmations, audit of the accounts, report. See preparing for the statutory auditor’s engagement |
| How will you report internal control weaknesses? | The auditor communicates significant deficiencies in writing to those charged with governance (manual, § 4.1) | Template management letter; planned reporting date. See internal control in SMEs |
| How will you work with the group auditor? | A subsidiary often has to deliver an audited reporting package to the group, by a date the group sets | Experience with group instructions, working language, shared timeline. See the Moroccan subsidiary of a foreign group |
| What access to data do you need, and in what form? | Extractions from the accounting system and file exchanges weigh on the finance team’s workload | List of expected extractions; method for exchanging and storing documents |
| How do you protect our information? | The auditor and their staff are bound by professional secrecy (Art. 177); the company hands over contracts, payroll and minutes | Internal confidentiality rules; list of staff who will work on the engagement |
| Can you send us a draft engagement letter? | It sets out the nature and scope of the engagement, the accounting framework, the form of the report, each party’s responsibilities and the reciprocal obligations (manual, § 3.1) | Draft engagement letter to review before the decision |
Ask for written answers: they can be compared and reread a year later. Price is part of the decision, but should not be the only criterion: a proposal that says nothing about the team, the timeline and the reporting does not tell you what is actually being offered.
What the candidate will ask you
The choice works both ways. Before accepting, the auditor must check that the accounting framework is acceptable, that they can meet the ethical requirements and that management acknowledges its responsibilities: preparing the financial statements, internal control, unrestricted access to information and people (manual, § 3.1). The auditor also assesses management’s integrity and may ask for the company’s consent to contact third parties, for example its bankers. Having the prior-year accounts, the organisation chart and the main contracts ready in advance speeds up the tender.
What not to do
- Proposing the firm that keeps the books. If it prepares the accounts, it would have to give an opinion on documents it helped to prepare (Art. 161-3°). Bookkeeping and certification belong to two separate firms.
- Choosing on a single criterion. Price alone, reputation alone or proximity alone say nothing about the quality of the team or the timeline.
- Starting the tender too late. A tender launched when the general meeting is being convened leaves no time to compare, to check incompatibilities or to prepare the resolution.
- Letting the term expire without a decision. If the general meeting makes no appointment, the president of the court appoints the auditor at the request of any shareholder (Art. 165): the company loses control of the choice.
The timeline of a tender for a June general meeting
Example (assumption): company X, financial year ending 31 December 2026, incumbent auditor’s term expiring after the June 2027 general meeting that approves the 2026 accounts. The new auditor, if appointed, will work on the following financial years.
| Period | Step | Reference |
|---|---|---|
| September to October 2026 | Reread the minutes of appointment to identify the financial year in which the term ends; decide whether to renew or run a tender | Art. 163 of Law 17-95 |
| November 2026 | Draft a tender file: business, key figures, locations, group requirements, desired timeline; draw up a shortlist | Question grid above |
| December 2026 to January 2027 | Send the file; collect the independence declarations; answer the candidates’ questions | Art. 161 and 162 |
| February 2027 | Receive the proposals and the draft engagement letters; interviews with each candidate’s signing partner | Manual, § 3.1 |
| March 2027 | Make the choice; in a listed company, recommendation of the audit committee | Art. 106 bis |
| April 2027 | Inform the outgoing auditor that non-renewal will be proposed; prepare the appointment resolution | Art. 163 |
| May to June 2027 | Make the resolution available to shareholders at least fifteen days before the ordinary general meeting (SA) or send it to the partners at least fifteen days before the meeting (SARL) | Art. 141 of Law 17-95; Art. 70 of Law 5-96 |
| June 2027 | General meeting: approval of the 2026 accounts, appointment of the new auditor | Art. 163 |
| July to September 2027 | Signature of the engagement letter, before work begins; first meetings to gain an understanding of the entity | Manual, § 3.1 and 3.2 |
The tender takes place while the outgoing auditor is auditing the 2026 accounts: keep the two matters separate and plan the finance team’s time for both.
The handover between the outgoing and the new auditor
The outgoing auditor. When it is proposed to the general meeting not to renew their functions, they must be heard by the meeting if they so request (Art. 163). Inform them early. Non-renewal at the end of the term requires no legal grounds; the options available during the term (challenge, removal, resignation) are described in the article on the threshold and change of statutory auditor in an SARL.
A replacement during the term. An auditor appointed to replace another remains in office only for the remainder of their predecessor’s term (Art. 163). After a resignation or a removal, the newcomer therefore does not have a full three-year term.
The first financial year. The new auditor starts by gaining an understanding of the entity and drawing up an audit plan (manual, § 3.2), then assesses internal control. This first year takes more of the finance team’s time. Handing over, as soon as the appointment is made, the prior financial statements and reports, the minutes and the main contracts shortens this phase. The organisation of the engagement itself is presented on the page statutory audit and the statutory auditor’s engagement.
Who decides
Management prepares the choice; the general meeting appoints. In an SA, this is the ordinary general meeting (Art. 163), on the recommendation of the audit committee if the company is listed (Art. 106 bis); see the public limited company in Morocco. In an SARL, the required majority and the case of the sole partner are detailed in the article on the statutory auditor threshold for an SARL.
The auditor’s duties are set out in the article on the role of the statutory auditor, and the consequences of a qualified opinion in the one on the qualified statutory auditor’s report.
Points to watch
- Check incompatibilities across the whole firm, partners and engagements included (Art. 161 and 162), and with every new engagement entrusted during the term.
- Compare written answers against the same grid and meet the signing partner.
- Start early: several months before the general meeting; keep a list ready in case of resignation (sixty days, Art. 179 bis).
- Plan for the outgoing auditor’s right to be heard at the general meeting (Art. 163).
- Sign the engagement letter before work begins (manual, § 3.1).
Frequently asked questions
Can the firm that keeps our books become our statutory auditor?
No, if it prepares the accounts or the financial statements that it would then have to certify. Article 161-3° of Law 17-95 excludes persons whose functions would place them in a position to give an opinion on documents, valuations or positions that they helped to prepare.
Should we run a tender at the end of every term?
The law does not require it. The term lasts three financial years (Art. 163 of Law 17-95) and can be renewed. Only companies making public offerings are subject to a maximum certification period of 12 years, followed by a four-year ban. The end of the term is still the right time to compare.
How do we not renew the incumbent statutory auditor?
The general meeting appoints another auditor when the term expires, which happens after the meeting that approves the accounts of the third financial year. If non-renewal is proposed, the outgoing auditor must be heard by the meeting if they so request (Art. 163 of Law 17-95).
Who chooses the statutory auditor in a listed company?
The general meeting appoints. The audit committee, mandatory in companies whose shares are listed on the stock exchange, makes a recommendation to the meeting on the statutory auditors proposed for appointment and monitors their independence (Art. 106 bis of Law 17-95).
What should the new statutory auditor’s engagement letter contain?
Under the audit standards applicable in Morocco (SME Audit Standards Manual, § 3.1): the nature, scope and objective of the engagement, the accounting framework, the scope and form of the report, the responsibilities of the auditor and of management, the manner in which the audit will be conducted and the reciprocal obligations. It should be signed before work begins.
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