In brief: The Moroccan exchange regime grants foreign investors a transfer guarantee covering investment income and the proceeds from disposal or liquidation. The IGOC 2026 introduces new flexibilities, including representations and warranties for residents toward non-residents and a facility for long-term foreign residents. Upsilon Consulting supports foreign investors in structuring their exchange operations.
Morocco has made attracting foreign direct investment (FDI) a strategic pillar of its economic policy. The exchange regime is an essential lever of this attractiveness: the full convertibility of foreign investment operations ensures that investors can repatriate their income and capital.
The IGOC 2026, in its Chapter IV, section 1 (Art. 170-177), details the framework applicable to FDI, from initial financing through to the eventual liquidation of the investment.
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Who Is Concerned by the FDI Regime? (Art. 170-171)
Definition of Foreign Investor
The IGOC 2026 recognizes the following as foreign investors:
- Any foreign legal entity (company with its registered office outside Morocco);
- Any foreign natural person, whether resident or non-resident in Morocco;
- Moroccans residing abroad (MRE) who invest in Morocco using repatriated foreign currency funds.
This broad definition allows a diverse range of investors to benefit from the transfer guarantee, provided the investment is financed in accordance with the modalities set out by the IGOC.
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The Transfer Guarantee (Art. 172-174)
Fundamental Principle
The transfer guarantee covers two components:
- Investment income: dividends, profit shares, interest on shareholder current accounts, rental income and net profits of permanent establishments. The transfer is for the amount net of Moroccan tax.
- Disposal or liquidation proceeds: the investor may transfer the full net proceeds (including capital gains) resulting from the sale of their shareholdings or the liquidation of the Moroccan entity.
Eligibility Conditions
To benefit from the guarantee, the investment must have been made in repatriated foreign currency through the authorized banking channel. The bank verifies the traceability of funds from initial entry and maintains the investment form, which serves as the reference document for all subsequent transfers.
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Financing Modalities (Art. 174-175)
The IGOC 2026 provides for several FDI financing methods, each conferring convertibility rights:
- Foreign currency repatriation: cash contribution by international bank transfer, the most common method;
- Consolidation of shareholder current accounts (CCA): conversion into share capital of foreign currency advances previously made by the foreign investor;
- Reinvestment: allocation of undistributed profits or disposal proceeds to a new investment in Morocco, with maintained convertibility;
- Conversion of trade receivables: transformation into equity participation of receivables held by a foreign supplier or partner against a Moroccan company.
Each financing method is documented in the investment form, which traces the complete history of contributions and ensures consistency when transfer requests are made.
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Investment Disposal (Art. 175-176)
Disposal Between Non-Residents
The IGOC 2026 authorizes settlement abroad between a non-resident seller and a non-resident buyer. In this case, no currency flow passes through Morocco. The buyer inherits the convertibility status attached to the initial investment, thereby preserving the transfer guarantee for future income and disposal proceeds.
Disposal to a Resident
When the buyer is a Moroccan resident, payment is made in dirhams on the local market. The non-resident seller transfers the net disposal proceeds abroad, after payment of capital gains taxes and production of the corresponding tax receipts.
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Liquidation (Art. 176-177)
In the event of liquidation of a company with foreign participation, the investor may transfer the net liquidation proceeds (liquidation bonus) after:
- Adoption of the minutes of the Extraordinary General Meeting (EGM) deciding dissolution and acknowledging the completion of liquidation;
- Settlement of all tax and social liabilities;
- Production of liquidation financial statements and tax receipts.
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IGOC 2026 Innovations
Representations and Warranties
The IGOC 2026 introduces the possibility for Moroccan residents to grant representations and warranties (garantie d’actif et de passif) to non-resident investors in the context of shareholding disposals. This measure facilitates M&A transactions involving Moroccan sellers and foreign buyers, by protecting the latter against post-acquisition risks.
Facility for Long-Term Foreign Residents
Foreign natural persons who have been resident in Morocco for at least 10 years benefit from a new facility: they may transfer up to 2 million dirhams per year without having to justify the foreign currency origin of the funds. This measure recognizes the lasting establishment of these residents and considerably simplifies their transfer operations.
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Documentary Obligations
For each FDI-related transaction, the authorized intermediary bank requires:
- Certified financial statements and income statements for the relevant fiscal year;
- The minutes of the GM or EGM depending on the nature of the transaction (distribution, disposal, liquidation);
- Tax receipts attesting to payment of applicable taxes (withholding tax, corporate tax, capital gains);
- The updated investment form tracing the history of contributions and transfers;
- Where applicable, the statutory auditor’s report.
Documents are retained by the bank for five years and kept available for Exchange Office inspections.
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Reference texts: Instruction Générale des Opérations de Change (IGOC) 2026 (PDF)
Frequently Asked Questions
Can a Moroccan residing abroad benefit from the transfer guarantee for an investment in Morocco?
Yes. MRE are expressly included in the definition of foreign investor by the IGOC 2026, provided the investment is financed by foreign currency repatriated through the authorized banking channel. The investment form is established from the first contribution.
What happens if the foreign investor sells their shares to another non-resident?
The disposal between non-residents may be settled abroad, with no currency transit through Morocco. The buyer automatically inherits the convertibility status, preserving the transfer guarantee for future operations.
What is the transfer ceiling for long-term foreign residents?
The IGOC 2026 sets this ceiling at 2 million dirhams per year for foreign natural persons who have been resident in Morocco for at least 10 years, without the obligation to justify the foreign currency origin of funds. Beyond this amount, standard supporting documents apply.
How does Upsilon Consulting support foreign investors?
We assist investors at every stage: investment structuring, preparation of the investment form, assembly of dividend transfer or disposal proceeds files, and support during Exchange Office audits. Contact us for a personalized consultation.
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