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 granted by residents to foreign investors and a facility for long-term foreign residents.
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 convertibility regime attached to foreign investments financed in foreign currency 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.
—
Who Is Concerned by the FDI Regime? (Art. 170)
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 build up financial or real assets in Morocco.
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.
—
The Transfer Guarantee (Art. 171)
Fundamental Principle
The transfer guarantee covers two components:
- Investment income: dividends and profit shares, branch profits, rental income, interest on related-party loans, shareholder current account advances, debt securities and term deposits. The transfer is for the amount net of Moroccan tax. The guarantee also covers the repayment of the principal of shareholder current account advances and related-party loans contracted in foreign currency, as well as disposal or liquidation proceeds arising from an inheritance.
- 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 financed in foreign currency through one of the methods listed in Art. 173 (transfer from abroad, debit of a foreign currency or convertible dirham account, consolidation of current accounts, capitalization of reserves, etc.). Proof rests on the settlement documents provided for in Art. 12 (bank forms, credit advices), which the investor is itself required to keep (Art. 20).
—
Financing Modalities (Art. 173)
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;
- Capitalization of reserves and retained earnings, or consolidation into a current account of transferable dividends; reuse of funds held in a deferred convertible account is also allowed, with convertibility then acquired only two years after the investment is made;
- Consolidation of receivables: capitalization of unpaid trade receivables arising from imports of goods, or of unpaid receivables on patents or manufacturing licences; contribution in kind financed in foreign currency or convertible dirhams.
Each financing is evidenced by the Art. 12 settlement documents (bank form, credit advice or debit advice on a convertible dirham account), to be kept by the investor for subsequent transfers.
—
Investment Disposal (Art. 174 and 177)
Disposal Between Foreign Nationals or to an MRE
The IGOC 2026 authorizes settlement abroad when the seller, a foreign national, sells to another foreign national or to a Moroccan residing abroad. 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. If the investment was financed in foreign currency, the seller transfers the net disposal proceeds abroad, upon proof of payment of the taxes and duties due. Otherwise, the proceeds are paid into a deferred convertible account, transferable in four annual instalments of 25% (Art. 241).
—
Liquidation (Art. 174 and 177)
In the event of liquidation of a company with foreign participation, the investor may transfer the net liquidation proceeds (liquidation bonus) after:
- Production of the minutes of the Extraordinary General Meeting (or the sole shareholder’s decisions) bearing a certified date, showing the net proceeds to be distributed and recording the close of liquidation, or of the court decision closing the liquidation;
- Settlement of all tax and social liabilities;
- Production of the liquidation balance sheet stamped by the Tax Administration, the liquidator’s report, proof of payment of the taxes and duties due and the Art. 12 financing documents (and, for an MRE, proof of residence abroad; for a branch, the tax clearance certificate and the CNSS certificate).
—
IGOC 2026 Innovations
Representations and Warranties
The IGOC 2026 (Art. 176) allows legal entities registered in the trade register and resident natural persons to grant representations and warranties (asset and liability guarantee) to foreign investors on disposals of shares. If the guarantee is called, the transfer of the guaranteed amounts remains subject to the prior approval of the Exchange Office. 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
Resident foreign natural persons who have held an investment in Morocco for at least 10 years without holding the documents proving its financing in foreign currency may transfer the income from that investment for the last closed financial year, up to 2 million dirhams per calendar year (Art. 161), upon proof of the holding period (Art. 162). This measure recognizes the lasting establishment of these residents and considerably simplifies their transfer operations.
—
Documentary Obligations
For each FDI-related transaction, the authorized intermediary bank requires:
- The balance sheet and income statement for the relevant fiscal year, stamped by the Tax Administration (including the electronic stamp via the DGI platform);
- The minutes of the OGM (or the sole shareholder’s decisions) bearing a certified date and deciding the distribution, with the list of foreign or MRE shareholders, for a dividend; the share transfer deeds bearing a certified date for a disposal; the EGM minutes, the stamped liquidation balance sheet and the liquidator’s report for a liquidation;
- Tax receipts attesting to payment of applicable taxes (withholding tax, corporate tax, capital gains);
- The settlement documents for the investment in foreign currency or convertible dirhams (Art. 12), required for dividends paid to MRE and resident foreigners;
- For a liquidation, the liquidator’s report showing the net proceeds to be distributed.
The bank keeps these documents under the conditions of the Commercial Code (Art. 20 of the IGOC); the investor, for its part, must keep the settlement documents for its investment.
—
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 in foreign currency or convertible dirhams through the methods of Art. 173. The MRE keeps the settlement documents provided for in Art. 12 from the first contribution.
What happens if the foreign investor sells their shares to another foreign national or to an MRE?
A disposal by a foreign national to another foreign national or to an MRE may be settled directly 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 (Art. 161) caps this transfer at 2 million dirhams per calendar year, for income from the last closed financial year of an investment held for at least 10 years by a resident foreign natural person who does not hold the documents proving its financing in foreign currency. Above this cap, the surplus cannot be transferred without those documents.
READ ALSO:
