In brief: The commercial registry (RC) in Morocco is an official directory of merchants and commercial companies, governed by Articles 37 to 74 of the Code de Commerce (Loi 15-95). It consists of a local registry maintained at each commercial court and a central registry managed by OMPIC. Registration is mandatory for every merchant and every commercial company. It has a declarative effect (Art. 58) and determines the enforceability of acts against third parties.
Organization of the commercial registry
The commercial registry system in Morocco is based on a dual structure designed to centralize commercial information while ensuring local management.
Local registry
The local registry is maintained at the clerk’s office of the commercial court (or the court of first instance in the absence of a commercial jurisdiction) within the jurisdiction where the merchant has their main establishment or the company has its registered office. All formalities are carried out at this registry: registration, modifying entries and deregistration.
The clerk is responsible for the material maintenance of the registry, verifying the compliance of documents filed and issuing extracts and certificates.
Central registry — OMPIC
The central registry is maintained by the Office Marocain de la Propriété Industrielle et Commerciale (OMPIC). It centralizes all registrations made in the local registries throughout the Kingdom and its mission is to:
- Centralize information recorded in each local registry
- Issue registration certificates and extracts from the central registry
- Assign the unique analytical number identifying each merchant or company
The central registry allows third parties to access commercial information in a centralized manner, thus promoting transparency and transaction security.
Persons subject to registration
Article 37 of the Code de Commerce requires registration with the commercial registry for:
- Every natural person merchant carrying out commercial activity in Morocco
- Every commercial company with its registered office in Morocco (SARL, SA, SNC, SCS, SCA)
- Every branch or agency of a foreign company operating in Morocco
- Every groupement d’intérêt économique (GIE — economic interest grouping)
- Every public establishment of a commercial nature required by its founding text to register
Natural persons must complete their registration within three months of opening their establishment. For companies, registration must take place upon completion of the incorporation formalities.
Registration procedure
For natural persons
The natural person merchant must file at the clerk’s office of the competent court a dossier comprising:
- The registration application (Modèle J form)
- The certificat négatif issued by OMPIC confirming the availability of the trade name
- A copy of the national identity card (or passport and residence card for foreigners)
- Proof of domiciliation or commercial premises lease
- Administrative authorizations required depending on the nature of the activity
For legal entities
The registration of a commercial company requires a more extensive dossier:
- The application form (Modèle J)
- The certificat négatif from OMPIC
- The company’s articles of association, duly signed and legalized
- The minutes of the constituent assembly (where applicable)
- Proof of share capital deposit (certificate of fund blocking)
- Proof of domiciliation or lease agreement
- Identity documents of managers and partners
- Publication in a journal d’annonces légales (JAL) and in the Bulletin officiel
The clerk verifies the compliance of the dossier and proceeds with registration by assigning a serial number. OMPIC then issues the analytical number which constitutes the unique identifier of the merchant or company at the national level.
Modifying entries
Any modification affecting the information recorded in the commercial registry must be the subject of a modifying entry within one month of the occurrence of the event. The most frequent modifications concern:
- Change of registered office or main establishment address
- Change of manager or corporate officers
- Modification of share capital (increase or reduction)
- Change of corporate purpose or activity
- Transfer of shares or change of partners
- Placing the business goodwill under management lease
Each modifying entry requires filing a dossier at the clerk’s office comprising the modification request (RC7 form), supporting documents for the modification and, where applicable, publication in the JAL and BO.
Failure to file a modifying entry within the legal deadline exposes the merchant to penalties and renders the modification unenforceable against third parties.
Deregistration from the commercial registry
Deregistration terminates the entry in the commercial registry. It occurs in the following cases:
- Cessation of activity by the natural person merchant (retirement, voluntary cessation, death)
- Dissolution of the company followed by its liquidation
- Closure of liquidation for companies in judicial liquidation
- Transfer of registered office outside the court’s jurisdiction (deregistration followed by a new registration)
The deregistration application is filed at the clerk’s office accompanied by supporting documents (minutes of dissolution, liquidator’s report, tax clearance). Deregistration may also be ordered ex officio by the court in case of prolonged absence of the merchant or effective cessation of activity without formalities.
The certificat négatif
The certificat négatif is a document issued by OMPIC attesting that the trade name, acronym or sign requested is not already used by another company registered in the central registry. It constitutes a mandatory prerequisite for any registration with the commercial registry.
The application for a certificat négatif can be made online through the OMPIC platform or directly at its counters. The certificate is valid for one year from its date of issue. If registration is not completed within this period, the certificate becomes void and must be renewed.
For setting up a business in Morocco, obtaining the certificat négatif is generally the first step in the process.
Declarative effect of registration (Art. 58)
Article 58 of the Code de Commerce specifies that registration with the commercial registry has a declarative and not constitutive effect. This means that:
- Registration does not create merchant status; it merely records and publicizes it
- An unregistered merchant cannot claim their status before the courts, but third parties may invoke the rules of commercial law against them
- Registration creates a simple presumption of commerciality: the registered merchant is presumed to have merchant status until proven otherwise
This distinction is essential in matters of proof and enforceability of acts against third parties.
Modèle J and RC7 form
The Modèle J is the official form used for commercial registry registration applications. It collects all information relating to the merchant or company (identity, address, activity, capital, officers). To learn more about this form, see our article on Modèle J in Morocco.
The RC7 form is used for modifying entries. It allows the registry to be notified of any change in the information initially declared.
These forms are available at the clerk’s office of the commercial court and on dedicated online platforms.
Penalties (Art. 64-74)
Articles 64 to 74 of the Code de Commerce provide for a system of penalties in case of breach of obligations relating to the commercial registry:
- Failure to register: fine of 1,000 to 5,000 MAD
- Failure to file a modifying entry within the legal deadline: fine of 1,000 to 5,000 MAD
- Inaccurate or incomplete declarations: fine of 1,000 to 50,000 MAD, or even imprisonment in case of fraud
- Use of a fictitious registration number: imprisonment of one month to one year and a fine
In case of repeat offenses, penalties are doubled. The court may also order the ex officio deregistration of the offending merchant.
Reference text: Code de Commerce (PDF) — Loi 15-95, Art. 37 to 74
Frequently asked questions
How long does registration with the commercial registry take?
In practice, registration with the commercial registry takes between 3 and 10 business days from the filing of a complete dossier. This period may vary depending on the commercial court and the complexity of the dossier. The prior obtaining of the certificat négatif from OMPIC generally takes 24 to 48 hours online.
Can one be registered in several local registries?
Yes. A merchant with establishments in several judicial jurisdictions must be registered in the local registry of their main establishment and proceed with secondary registration in each jurisdiction where they have a branch or secondary establishment. The analytical number assigned by OMPIC remains unique.
What is the difference between the commercial registry and the tax identification number?
The commercial registry is a legal publicity register maintained by commercial courts and centralized by OMPIC. The tax identification number (IF) is a number assigned by the Direction Générale des Impôts (DGI) for tax administration purposes. Both are mandatory but serve distinct functions: the RC ensures legal publicity, while the IF enables the taxpayer’s fiscal identification.
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Need help with your commercial registry registration or modifying entries? Contact Upsilon Consulting for complete support with your legal formalities.
