Non-residents disposing of shares in Moroccan companies or real estate located in Morocco face specific tax regimes. Between taxation of the net gain on share disposals (corporate income tax for companies, 15% or 20% income tax for individuals), 20% income tax on real estate profits (minimum 3% of the price), and the interplay of bilateral tax treaties, the treatment of international capital gains demands a thorough understanding of Moroccan tax law and treaty provisions. This guide outlines the rules applicable in 2026, including the critical concept of real estate-heavy companies.
Disposal of Shares or Equity Interests by Non-Residents
The principle: taxation of the net gain
Capital gains realised by non-resident persons on the disposal of shares or equity interests in Moroccan companies are taxable in Morocco. Contrary to a common belief, there is no final 15% withholding tax levied on the gross disposal proceeds: tax is assessed on the net gain (the difference between the disposal price and the acquisition price). A non-resident company is subject to corporate income tax; it is exempt on gains from the disposal of securities listed on the Casablanca Stock Exchange, except for real estate-heavy companies (Article 6-I-A-10° CGI). A non-resident individual is subject to income tax at 15% for listed shares and equity UCITS and 20% for unlisted securities (Article 73-II), with an exemption for annual disposals not exceeding MAD 30,000 (Article 68-II).
For securities registered in an account with an authorised financial intermediary, the tax is withheld at source by that intermediary (Article 174-II-B). For securities not registered in an account, the transferor pays the tax within 30 days of each disposal and files an annual return before 1 April of the following year (Articles 84-I and 173-I, 2026 Finance Law). The tax always applies subject to the provisions of the tax treaty between Morocco and the transferor’s State of residence.
Scope of application
All disposals of equity interests are covered — SARL shares, SA shares, SNC interests — provided that the company whose securities are transferred is incorporated under Moroccan law or has its registered office in Morocco. Even where the disposal takes place abroad (for example, between two non-residents), the territoriality of the tax remains unchanged: it is the location of the issuing company that determines Morocco’s right to tax.
Non-Resident Property Capital Gains
Income tax on real estate profits
Article 61-II of the CGI classifies as taxable real estate profits the gains realised on the disposal of real estate located in Morocco, whatever the transferor’s residence. For an individual, the gain is subject to income tax at 20% of the net gain (Article 73-II-F-6°), with a minimum tax of 3% of the disposal price (Article 144-II-1°); a non-resident company is subject to corporate income tax.
The net gain is the difference between the disposal price, less disposal costs, and the acquisition price increased by acquisition costs (a flat 15% unless a higher amount is justified) and justified capital expenditure, the whole being revalued by the coefficient calculated by the tax authorities for the year of acquisition (Article 65).
Filing obligations
The non-resident vendor must file a real estate profit return and pay the tax within 30 days of the disposal with the tax collector (Articles 83 and 173-I). Except for exempt transactions, if the return is not based on a settlement certificate obtained through the prior-opinion request (Article 234 quinquies), the vendor pays on a provisional basis the difference between the declared tax and 5% of the disposal price. Where a concealment of the price is acknowledged by the parties, the purchaser is jointly and severally liable for the evaded tax (Article 181).
Real Estate-Heavy Companies: Article 61-II of the CGI
Definition and scope
Article 61-II of the CGI defines a real estate-heavy company (société à prépondérance immobilière) as any company whose gross assets consist, for at least 50% of their value determined at the opening of the financial year in which the disposal takes place, of real property or of shares in tax-transparent real estate companies or other real estate-heavy companies. Real property used by the company for its own operations or to house its staff is not taken into account. Only disposals of shares in companies not listed on the stock exchange are covered.
The disposal of shares or interests in such a company — whether a SCI, SARL, or any other legal form — is treated for tax purposes as a direct real estate disposal. Consequently, the real estate profits regime (20% income tax on the net gain, minimum 3% of the disposal price) applies rather than the ordinary regime taxing the net gain on a share disposal.
Clarifications of circular note No. 733 (2023 Finance Law)
Circular note No. 733 on the 2023 Finance Law specifies that the 50% ratio is assessed on total gross assets, and no longer on gross fixed assets alone, at the opening of the financial year of the disposal. Real property recorded as inventory is therefore taken into account. This redefinition, applicable to disposals made from 1 January 2023, broadens the scope of the provision, particularly for development or holding companies whose properties are recorded as inventory.
International Tax Treaties
OECD Model Convention: Article 13
Article 13 of the OECD Model Convention, incorporated into most treaties signed by Morocco, establishes the rules for allocating taxing rights over capital gains:
- Real property: the State where the property is situated retains the right to tax (paragraph 1).
- Shares and equity interests: in principle, only the State of residence of the transferor may tax the gain (paragraph 5).
- Real estate-heavy companies: a major exception — the State where the real estate is situated recovers the right to tax when the transferred interests derive more than 50% of their value from real property (paragraph 4).
Summary table
| Type of capital gain | Moroccan tax rate | Treaty treatment |
|---|---|---|
| Disposal of shares/interests (non-real estate company) | CIT (companies; listed securities exempt) or 15% (listed) / 20% (unlisted) income tax for individuals, on the net gain | State of residence taxes — Morocco waives if treaty applies |
| Direct real estate disposal | 20% income tax on real estate profits, net gain (min. 3%); CIT for companies | State of situs taxes — Morocco retains the right |
| Disposal of interests in real estate-heavy company | 20% income tax on real estate profits, net gain (min. 3%) | State of situs taxes — Morocco retains the right |
Tax credits and elimination of double taxation
Where Morocco retains the right to tax, the State of residence of the transferor generally grants a tax credit equal to the tax paid in Morocco, up to the amount of domestic tax due on the same income. The mechanism varies by treaty: ordinary credit method (most common) or exemption with progression.
Practical example: French resident disposing of shares in a Moroccan SCI
Mr. Martin, a French tax resident, holds 100% of the shares in a Moroccan SCI that owns an apartment in Casablanca. He disposes of his shares for MAD 2,000,000. The revalued acquisition cost amounts to MAD 1,200,000.
In Morocco: as the SCI is real estate-heavy, the disposal is treated as a real estate transaction. The net gain is MAD 800,000. Income tax on real estate profits amounts to MAD 160,000 (20% of 800,000), which exceeds the minimum of MAD 60,000 (3% of 2,000,000). Mr. Martin owes MAD 160,000 to the Moroccan Treasury.
In France: the France-Morocco tax treaty does not follow the OECD Model numbering; its Article 24 in principle reserves the taxation of gains on the disposal of securities to the State of the transferor’s domicile (circular note 737). The treatment of shares in a real estate-heavy company must therefore be checked against the text of the treaty before concluding that Morocco has the right to tax and determining the mechanism for eliminating double taxation applicable in France.
Managing Your International Capital Gains Effectively
The taxation of international capital gains in Morocco sits at the intersection of domestic law and bilateral treaties. The characterisation of the transaction — standard securities disposal versus real estate-heavy disposal — determines both the applicable rate and the allocation of taxing rights.
Read also
