Holding company in Morocco: 5 reasons to create one

A holding company in Morocco is a legal structure which aims to hold stakes in other operational companies. These companies are called “participations” or “subsidiaries”.

The purpose of a holding company is to control and manage financial holdings . As a result, it is an important tool in the management of business investments.

It is divided into two main categories:

First, passive holding companies, which focus on holding stakes,
Second, active holding companies, which, in addition to holding stakes, provide various services to their subsidiaries. These services include, among other things, advice, administrative assistance or cash management.

Why create a Holding Company in Morocco?

The decision to create a holding company in Morocco can have several strategic and economic factors:

Advantageous tax optimization : Morocco offers a favorable tax framework for holding companies. In fact, this framework makes it possible to optimize tax charges within a group. Benefits include, among others:
1. First, the exemption from withholding tax on dividends
2. Then, the non-taxation of dividends received , thus facilitating the reallocation of profits within the group to support development and expansion.
Structuring and effective control of the group : creating a holding company makes it possible to efficiently structure a group of companies by centralizing management and optimizing control over the subsidiaries. This organization facilitates the implementation of a coherent strategy and the achievement of common objectives, while enabling better risk management and agile decision-making.
Facilitated access to financing : holding structures in Morocco offer an image of stability for financial institutions, which can facilitate access to financing on more favorable conditions. This is crucial to supporting business expansion and development plans.
Protection and sustainability of assets : the holding company in Morocco constitutes an effective means of protecting the assets of companies against the hazards of economic activities. In fact, this legal vehicle makes it possible to separate operational assets from participation assets. In addition, it offers a framework adapted to succession planning and business transfer.

Creation process and key benefits

The procedure for creating a holding company in Morocco is similar to that of other types of companies, requiring the adaptation of the corporate purpose to include the holding of shareholdings and potentially offering administrative support to its subsidiaries. The steps involve selecting an appropriate legal structure , registering the company and reporting to tax and social security authorities.

Read also: Create a company in Morocco (2024)

Create a holding company in Morocco: the steps

The creation of a holding company in Morocco is a process that requires following several key steps, similar to the creation of other types of companies, but with specificities specific to the nature of a holding company.

These steps are as follows:

Choice of legal structure and adaptation of the corporate purpose : the holding company often takes the form of an SA. However, you can also opt for a simplified joint stock company (SAS) or an SARL. In addition, the corporate purpose must be adapted so that it reflects the holding activities.
Domiciliation of the head office : the holding company must have a head office. This headquarters can take the form of a domiciliation with specialized companies , or own premises (lease, property).
Share capital : in the case of an SA, the initial capital for creation is blocked in a bank up to a quarter of its value at creation, with a minimum of 300,000 Moroccan dirhams (DHS).
Legal and administrative registration : the necessary documents, such as the company’s statutes and the lease contract for the head office, are subject to registration with the registries and administrations concerned.
Tax and social declarations : the new company must create identifiers with:
- the National Social Security Fund (CNSS)
- tax authorities to obtain the necessary tax identifiers and ensure social security coverage for employees.
Selection of an accounting firm : the holding company in Morocco must carefully choose the accounting firm which will be responsible for managing the accounting and tax aspects of the holding company. Indeed, this is a key step for the good financial management and regulatory compliance of the company.

These steps constitute the foundation for the creation of a holding company in Morocco, allowing you to benefit from the tax, management and strategic advantages offered by this business structure.

Holding company in Morocco: tax advantages

The main tax advantages of a Holding in Morocco include several key aspects that facilitate advantageous tax optimization for companies that choose this structure. Here is a summary of the main advantages:

Exemption from withholding tax (RAS)

Dividends distributed by subsidiaries to the holding company are not subject to 15% withholding tax (progressive reduction since 2023), which represents a direct tax advantage for the holding company and its shareholders.

Non-taxation of dividends received

Dividends received by the parent company (holding company) benefit from a total exemption from corporate tax (100% reduction), provided that this income remains in the investment cycle and is not distributed to associated individuals. .

Exemption on contributions of securities

Contributions of securities made to the holding company upon its formation are exempt from tax (under certain conditions). This provision, applicable for contributions made from January 1, 2020, promotes a reduction in tax charges on these operations.

These tax advantages make the holding company a particularly attractive structure for the management and tax optimization of business groups in Morocco, allowing not only more efficient financial management, but also strategic tax planning.

However, one of the main criticisms of the holding company regime in Morocco is the absence of a mother-daughter regime in Moroccan taxation .

What are the characteristics of a holding company in Morocco?

The characteristics of a holding company in Morocco are defined by their structure and operation, which allow them to manage and control stakes in other companies. Here is a summary of the main characteristics identified from the available information:

Types of holding companies : there are two possible types of holding companies:
- passive, content to hold stakes in other companies,
- active, providing services to their subsidiaries, such as advice and administrative assistance. Holding companies can:
  - First, bookkeeping ,
  - Then, payroll
  - and, finally, cash flow management.
Legal Structure and Taxation : Holding companies are parent companies that hold interests in subsidiaries or other minority interests. They can adopt different legal forms, such as
1. First, the limited company (SA) ,
2. Second, the simplified joint stock company (SAS)
3. or, finally, the limited liability company (SARL) . Regardless of their legal form, holding companies are within the scope of corporate tax .

These characteristics make holding companies a strategic tool for businesses in Morocco. As a result, it makes it possible to:

First, maximize tax benefits,
Then, facilitate the management and control of stakes in different companies
Finally, to optimize investment and development strategies.